Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. (i) Within five Business Days after In each case subject to the date financial statements are required to be delivered pursuant to Section 6.01(a) terms of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Subordination Agreement, the Borrower Issuer shall cause to be prepaid an aggregate make mandatory prepayments on this Note as follows: (a) Upon any Disposition (as defined in the Senior Financing Agreement) of Non-Primary Brands (as defined in the Senior Financing Agreement) by any Loan Party or its Subsidiaries, the Issuer shall promptly (and in any event within two (2) Business Days) prepay the outstanding principal amount of Term Loans allocated the Note, in an amount equal to 50% of the Net Cash Proceeds (as defined in the Senior Financing Agreement) received by the Nexstar Borrower to the Borrowersuch Person in connection with such Disposition. (iib) upon any Disposition (Aexcluding Dispositions which qualify as Permitted Dispositions (as defined in the Senior Financing Agreement) Subject to Section 2.05(b)(ii)(Bunder clauses (a), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(hb), (c), (d), (e), (f), (g), (i), (nj), (o)(yk), (l), (m), (n) or (q) (without limiting clause (a) above) of the definition of Permitted Disposition set forth in the Senior Financing Agreement) by any Loan Party or its Subsidiaries, the Issuer shall promptly (and in any event within two (2) Business Days) prepay the outstanding principal amount of this Note, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in that the aggregate results in the realization or receipt by such Person amount of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum Holder as a prepayment of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”Note) of shall exceed for all such Net Cash Proceeds realized or receivedDispositions $250,000 in any Fiscal Year; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent extent such proceeds are used to reinvest replace, repair or restore properties or assets (other than current assets) used or useful in such Person’s business in accordance with Section 2.05(b)(ii)(B2.05(c) of the Senior Financing Agreement; (which notice may only be provided if c) upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than, so long as no default or Event of Default has occurred and is then continuing, Excluded Equity Issuances (as defined in the Senior Financing Agreement)), the Issuer shall promptly (and in any event within two (2) Business Days) prepay the outstanding principal amount of this Note, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; and (d) upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Issuer shall promptly (and in any event within two (2) Business Days) prepay the outstanding principal amount of this Note in an amount equal to 100% of the Net Cash Proceeds received by such Person; provided that no such prepayment shall be required to the extent such proceeds are used to replace, repair or restore properties or assets (other than current assets) used or useful in such Person’s business in accordance with Section 2.05(c)(v) of the Senior Financing Agreement. Notwithstanding anything to the contrary contained herein, no prepayment shall be required pursuant to this Section 3 to the extent such proceeds have been, or will be, applied to the prepayment of the Loans in accordance with Section 2.05(c)(v) of the Senior Financing Agreement.

Mandatory Prepayment. (i) Within five Business Days after Upon the date financial statements are required to be delivered pursuant to Section 6.01(a) occurrence of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementa Total Loss, the Borrower shall cause as soon as reasonably possible after obtaining knowledge of such occurrence give to be prepaid the Agent written notice of such Total Loss. If a Total Loss with respect to the Airframe shall occur, the Borrower, on the date on which the Lessee makes or is required, pursuant to the Lease, to make payment of the amounts specified in the Lease shall pay to the Agent for the benefit of the Lenders an aggregate amount equal to the sum of: (A) the outstanding principal amount of Term Loans allocated by the Nexstar Borrower Loan, (B) all interest accrued on the amount specified in clause (A), (C) 50% of the Prepayment Compensation and 50% of the Liquidity Breakage, as applicable, in respect of such prepayment, (D) any and all amounts owing pursuant to Section 2.10 in respect of such prepayment, and (E) any and all other amounts owing to the BorrowerLenders and the Agent hereunder or under the Notes as of the date of prepayment. (ii) (A) Subject If a Total Loss shall occur with respect to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (an Engine which does not constitute a Total Loss with respect to the extent provided thereunder) Airframe and Lessee has replaced or (o)(z) or (2) any Casualty Event occurscaused the replacement of such Engine in accordance with the Lease, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceedsas applicable, then the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal provide to the percentage represented by the quotient of Agent (x) all documents provided by Lessee pursuant to the Outstanding Amount of Term Loans at such time divided by Lease and (y) a supplement to the sum Security Agreement, subjecting the replacement engine to the lien thereof, and (z) an opinion in form and substance reasonably acceptable to the Agent of counsel to Lessee and/or the Borrower reasonably satisfactory to the Agent to the effect that the instruments referred to in clause (y) of this Section 2.4(a)(ii) have been duly authorized, executed and delivered, that the replacement engine has been validly subjected to the lien of the Outstanding Amount Security Agreement and covered by the Lease, that the instruments subjecting such replacement engine to the Lease and to the lien of the Term Loans at such time Security Agreement have been duly filed for recordation in all appropriate jurisdictions, and that no further action, filing, registration or recording of any document is necessary or advisable in order to establish and perfect the title of Borrower to and the amount lien of any other Indebtedness constituting term loans or term notes outstanding at the Security Agreement on such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)replacement engine.

Mandatory Prepayment. The outstanding Obligations shall be subject to prepayment as follows: (a) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds in excess of $2,500,000 from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction ) of any of its assets (other than the sale of assets (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of business and the transfer of any assets among Stores and other locations of the Loan Parties or any of their Subsidiaries), to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any Loan Party’s or any of its Subsidiaries’ business (any such application of proceeds, a “Proceeds Reinvestment”) within twelve (12) months of the receipt of such proceeds (or if a letter of intent or other binding commitment to reinvest such proceeds is entered into within the later of twelve (12) months of receipt of such proceeds and 180 days from the date of such letter of intent or other binding commitment) (such time period, with respect to such proceeds, the “Reinvestment Period”); or (b) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds in excess of $2,500,000 from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any of its assets, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) Within the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any Loan Party’s or any of its Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or if a letter of intent or other binding commitment to reinvest such proceeds is entered into within the later of twelve (12) months of receipt of such proceeds and 180 days from the date of such letter of intent or other binding commitment); (c) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds (other than Excluded Net Proceeds) from the incurrence of any Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than Permitted Indebtedness (other than Permitted Indebtedness as described in clause (k)(ii)), an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of Holdings commencing with the Fiscal Year ending December 31, 2008, there shall be Excess Cash Flow, the Loan Parties shall, on the relevant Excess Cash Flow Application Date (as defined below), apply the difference of (i) the ECF Percentage of such Excess Cash Flow less (ii) the aggregate amount of all optional prepayments of the Term Loans during such Fiscal Year, toward the prepayment of the Term Loans as set forth in SECTION 2.17(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) Business Days after the date on which Consolidated financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement Holdings and the related Group Compliance Certificate has its Subsidiaries have been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuingSECTION 5.01(a).

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Term Loans (allocated between the Term Loans and Nexstar Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Nexstar Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the Nexstar Borrower amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the Borrowerextent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 and greater than 2.5:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1x) any Covenant Mission Entity Disposes of any property or assets pursuant to (other than any Disposition of any property or assets permitted by Section 7.05(h7.05(a), (ib), (nc), (o)(y) d), (to the extent provided thereundere), (f), (g), (j), (k), (m), (o), (p), (q), (r), (s), (t) or (o)(z) u)), or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) 100% of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. (i) Within five Business Days after Except for any transaction set forth on Schedule 2(e), during the date financial statements are required to be delivered pursuant to Section 6.01(a) term of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementNote, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate event that the Company consummates a private or public offering of shares of Common Stock that is not a Qualified Public Offering (as hereinafter defined) but that results in the realization or receipt by such Person net proceeds (net of Net Cash Proceeds, underwriters’ discounts and selling commissions) to the Borrower shall make Company of at least $5 million (a prepayment, in accordance with Section 2.05(b)(ii)(C“Non-Qualified Offering”), of an aggregate principal amount of Term Loans equal to at the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum election of the Outstanding Amount of the Term Loans Holder and at such any time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds upon ten (such percentage, the “Asset Percentage”10) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given days written notice to the Administrative Agent Holder, but subject to the Holder’s conversion rights set forth in Section 4(b) hereof, the Company shall make payment to the Holder, from up to 50% of its intent the proceeds from such Qualified Offering or from up to reinvest 25% of the proceeds of such Non-Qualified Offering, as applicable, of an amount in accordance with Section 2.05(b)(ii)(Bcash as follows: (A) if the Company is required to prepay the Note at any time within the initial thirty (which 30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the outstanding principal amount to the date of mandatory prepayment (the “Mandatory Prepayment Date”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (E) if the Company is required to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice may only be provided if no Event of Default has occurred and the mandatory prepayment is then continuing)given until the date of the mandatory prepayment.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), ) or (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), ) or (o)(yo) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.extent that the Dollar Equivalent of Principal Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event); (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunderthat the Dollar Equivalent of the Principal Obligations of Loans and Letters of Credit denominated in Alternative Currencies exceeds 103% of the Alternative Currency Sublimit; or (iii) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by extent that such mandatory prepayment is required pursuant to the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum terms of the Outstanding Amount Partnership Agreement or other Constituent Documents of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no Credit Parties. Each such prepayment shall be required made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. If any excess calculated pursuant to this Section 2.05(b)(ii)(A2.1(e) is attributable to undrawn Letters of Credit, the Borrowers may Cash Collateralize such excess with the Administrative Agent in lieu of prepaying Loans, when required pursuant to the terms of this Section 2.1(e), as security for such portion of the Obligations. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clauses (i) or (ii) above no longer exist; or (ii) the full and final payment of the Obligations (other than contingent Obligations that have not been asserted), the Administrative Agent shall return to the Borrowers any amounts remaining in said cash collateral account. Notwithstanding anything in this Section 2.1(e) to the contrary, in the event a mandatory prepayment has been triggered pursuant to clauses (i) or (ii) of this Section 2.1(e), the Credit Parties will not withdraw funds from the Collateral Accounts (solely with respect to amounts that constitute part of the Collateral), unless, after giving effect to such portion withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of such Net Cash Proceeds the Collateral) to satisfy the Borrowers’ payment obligation at the end of the Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Credit Parties from withdrawing amounts from the Collateral Accounts (x) that the Borrower shall haveconstitute proceeds of and distributions from Portfolio Assets and/or Fund Investments, on (y) are necessary to pay reasonable Anticipated Expenses or a Permitted Distribution or (z) were subject to a call for Investor Capital Contributions made prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered so long as such date, given written notice amounts being withdrawn by the Credit Parties are withdrawn within fifteen (15) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers prior to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)date such mandatory prepayment was triggered.

Mandatory Prepayment. (i) Within five Business Days after Contemporaneously with the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended on December 31, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date financial such statements are required to be delivered pursuant to Section 6.01(a) of 7.01(a)(iii), on the Nexstar Credit Agreement date such statements are required to be delivered to the Agents and the related Group Compliance Certificate has been delivered Lenders pursuant to Section 6.02(a7.01(a)(iii) of the Nexstar Credit Agreement(each such date, a "ECF Due Date"), the Borrower shall cause shall, if the Leverage Ratio of the Parent and its Subsidiaries as of the end of such Fiscal Year is (A) greater than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to be prepaid an the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of Term Loans allocated all payments made by the Nexstar Borrower Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the Borrowerextent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments), or (B) equal to or less than 3.50:1.00, prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the result of (to the extent positive) (1) 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). Notwithstanding the foregoing, Excess Cash Flow shall exclude any amounts attributable to periods prior to (x) the Effective Date and (y) in the case of any Person that becomes a Subsidiary of the Parent after the Effective Date pursuant to a Permitted Acquisition, the consummation date of such Permitted Acquisition. (ii) Subject to Section 2.05(c)(vi) below, within three (A3) Business Days of the receipt of any Net Cash Proceeds from any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a) through (j), and (l) through (o) of the definition thereof)) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within three (3) Business Days of the receipt of any Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances or Permitted Cure Equity), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to Section 2.05(b)(ii)(B)2.05(c)(vi) below, if within three (13) Business Days of the receipt by any Covenant Entity Disposes Loan Party or any of its Subsidiaries of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash ProceedsExtraordinary Receipts, the Borrower shall make a prepayment, prepay the outstanding principal of the Loans in accordance with Section 2.05(b)(ii)(C), of 2.05(d) in an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 100% of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds received by such Person in connection therewith. (such percentage, v) Immediately upon receipt by the “Asset Percentage”) Loan Parties of all such the Net Cash Proceeds realized or received; provided that no such prepayment shall be required of any Permitted Cure Equity pursuant to this Section 2.05(b)(ii)(A) with respect to such portion 7.03, the Borrower shall apply 100% of such Net Cash Proceeds first, to prepay the outstanding principal of the Revolving Loans (without a corresponding permanent reduction in the Revolving Credit Commitments), until paid in full and second, all remaining Net Cash Proceeds shall be deposited in an account subject to a Control Agreement. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with Dispositions or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Borrower Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to $500,000 in the aggregate in any calendar year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall have, on or prior not be required to such date, given written notice be so used to prepay the Obligations to the Administrative Agent of its intent extent that such Net Cash Proceeds are used to reinvest replace, repair, restore, develop or otherwise purchase properties or assets (other than current assets) used in accordance with Section 2.05(b)(ii)(Bsuch Person's business, provided that (A) (which notice may only be provided if no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after such Disposition or such Extraordinary Receipt, as the case may be, stating that such Net Cash Proceeds shall be contractually committed to be used to replace, repair, restore, develop or otherwise purchase properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds and such Net Cash Proceeds must actually be used to replace, repair, restore or develop properties or assets used in such Person's business within a period not exceeding 360 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds received by a Loan Party are deposited in an account subject to a Control Agreement, and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable. (vii) Without any reduction in the Total Revolving Credit Commitment, the Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. (viii) Notwithstanding any other provisions of Section 2.05(c), (A) to the extent that any of or all the of the relevant Excess Cash Flow or Net Cash Proceeds described in clauses (i) through (iv) are attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under any such clause or Excess Cash Flow attributable to a Foreign Subsidiary that would otherwise give rise to a prepayment obligation under Section 2.05(c), (x) are prohibited, restricted or delayed by applicable local law or restrictions (not effected in anticipation or contemplation of such prepayment) or under such Foreign Subsidiary's Governing Documents (including as a result of minority ownership) from being repatriated to the United States or (y) the upstreaming or transfer as a distribution or dividend of which would, in the good faith determination of the Borrower, cause any Loan Party or Subsidiary thereof to incur a material adverse liability (including, without limitation, any withholding tax) or a material adverse tax consequence (including, without limitation, a deemed dividend) and (B) to the extent that any or all of the relevant Excess Cash Flow is generated by any joint venture or the relevant Net Cash Proceeds described in clauses (ii) through (iv) above are received by any joint venture for so long as the repatriation to the Borrower of such Excess Cash Flow or Net Cash Proceeds would be prohibited under the Governing Documents governing such joint venture or the existing documents governing the Indebtedness of such joint venture (such amount described in the foregoing clause (A) or (B), as the case may be, a "Restricted Amount"), then continuingthe amount the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount and such Restricted Amount may be retained by the applicable Subsidiary, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that the Borrowers hereby agree to cause the applicable Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation, or as the case may be, to eliminate such material adverse tax liability or material adverse tax consequence, in each case, in its reasonable control in order to make such prepayment (subject to the considerations above); provided, further, that if and to the extent any such repatriation ceases to be prohibited or delayed by applicable local law or such material adverse tax liability or material adverse tax consequence is eliminated, in each case, any time during the one (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to this Section 2.05 was required to be made, the Loan Parties shall reasonably promptly repatriate, or cause to be repatriated, an amount equal to the applicable portion of such Restricted Amount, and the Loan Parties shall reasonably promptly pay such portion of the Restricted Amount to the Lenders, which payment shall be applied in accordance with Section 2.05(d).

Mandatory Prepayment. If, at any time prior to the full repayment or full conversion of all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (i) Within five Business Days after other than the date financial statements are required to be delivered issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementArena ELOC), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B)Company shall, if within one (1) any Covenant Entity Disposes Business Day of any property the Company or assets pursuant to Section 7.05(hthe applicable Subsidiary’s receipt of such proceeds, inform the Holder of such receipt via written notice (a “Mandatory Prepayment Notice”), (i)whereupon the Holder shall have the right in its sole discretion to require, (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent Company delivered within five (5) Business Days of its intent the Holder’s receipt of any such Mandatory Prepayment Notice, that the Company immediately apply up to reinvest twenty-five percent (25%) of the gross cash proceeds received from the applicable financing transaction to prepay the Company’s then outstanding obligations under the Debentures (a “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) Business Day of the Company’s receipt of a Mandatory Prepayment Exercise Notice, prepay the Company’s then outstanding obligations under the Debentures; provided, such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event proportion to the respective outstanding principal amount of Default has occurred and is then continuing)each Debenture at the time the Holder delivers the applicable Mandatory Prepayment Exercise Notice.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the first Business Days Day after the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Million Dollars ($1,000,000) in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds in excess of $500,000 per fiscal year from such asset disposition (net of out-of- pocket expenses and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) repayment of the Nexstar Credit Agreement, the Borrower shall cause any permitted purchase money debt encumbering such asset and taxes actually incurred and paid or reasonably estimated to be prepaid an aggregate principal amount payable as a result of Term Loans allocated by the Nexstar Borrower such disposition), or such lesser portion as Agent shall elect to apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying such proceeds, up to $1,000,000 in the aggregate in any one year, toward the replacement or repair of such property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.extent that the Principal Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event); (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or that the Principal Obligations with respect to the Temporary Increase Tranche exceed the Temporary Increase Commitments (o)(z) or (2) any Casualty Event occursincluding, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceedswithout limitation, the Borrower shall make as a prepayment, in accordance with Section 2.05(b)(ii)(C), result of an aggregate principal amount of Term Loans equal Exclusion Event); or (iii) (ii) to the percentage represented by extent that such mandatory prepayment is required pursuant to the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum terms of the Outstanding Amount Governing Documents or other Constituent Documents of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no Credit Parties. Each such prepayment shall be required made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Notwithstanding the foregoing, if any excess calculated pursuant to this Section 2.05(b)(ii)(A2.1(e) is attributable to undrawn Letters of Credit, the Borrowers may Cash Collateralize such excess with the Administrative Agent in lieu of prepaying Loans, when required pursuant to the terms of this Section 2.1(e), as security for such portion of the Obligations. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or, (ii) or (iii) above no longer exist; or (ii) the full and final payment of the Obligations (other than contingent Obligations that have not been asserted), the Administrative Agent shall return to the Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or, (ii) or (iii) of this Section 2.1(e), neither the Borrowers nor the Guarantor will withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, after giving effect to such portion withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of such Net Cash Proceeds the Collateral) to satisfy the Borrowers’ or Guarantor’s payment obligation at the end of the Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited in or credited to the Borrower shall have, on or Collateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such date, given written notice amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)date such mandatory prepayment was triggered.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of One Hundred Fifty Thousand Dollars ($150,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) and resulting in net cash proceeds in excess of One Hundred Thousand Dollars ($100,000) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) any disposition of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) all or any part of the Nexstar Credit Agreementits assets permitted hereunder, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) any Debt permitted to be incurred hereunder, (A) Subject to Section 2.05(b)(ii)(B), if (1iii) any Covenant Entity Disposes insurance claim, or (iv) thirty-three percent (33%) of any property capital raised through the issuance of equity or assets cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 7.05(h)4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (i), HII Technologies – Credit Agreement) for (n), w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (o)(yx) (sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent provided thereunder) or (o)(z) or (2) that the current market value of any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person asset to be disposed of Net Cash Proceedsexceeds $75,000, the Borrower Majority Lenders shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal have first consented to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by disposition; (y) the sum sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuingThird Amendment).

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.extent that the Principal Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event); or (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by that such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal mandatory prepayment is required pursuant to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum terms of the Outstanding Amount Governing Documents or other Constituent Documents of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no Credit Parties. Each such prepayment shall be required made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Notwithstanding the foregoing, if any excess calculated pursuant to this Section 2.05(b)(ii)(A2.1(e) is attributable to undrawn Letters of Credit, the Borrowers may Cash Collateralize such excess with the Administrative Agent in lieu of prepaying Loans, when required pursuant to the terms of this Section 2.1(e), as security for such portion of the Obligations. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or (ii) above no longer exist; or (ii) the full and final payment of the Obligations (other than contingent Obligations that have not been asserted), the Administrative Agent shall return to the Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or (ii) of this Section 2.1(e), neither the Borrowers nor the Guarantor will not withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, after giving effect to such portion withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of such Net Cash Proceeds the Collateral) to satisfy the Borrowers’ or Guarantor’s payment obligation at the end of the Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited in or credited to the Borrower shall have, on or Collateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such date, given written notice amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)date such mandatory prepayment was triggered.

Mandatory Prepayment. (i) Within five Business Days after The Borrower shall make mandatory principal prepayments of the date financial statements are Construction Loan Advances (A) in accordance with Section 9.5(b) hereof following the receipt thereby of the net cash proceeds pursuant to any asset disposition permitted under Section 9.5(b), (B) in accordance with Section 1.6 of the Mortgage following the receipt thereby of the net cash proceeds under any insurance policy required to be delivered maintained pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit this Agreement, the Borrower shall cause to be prepaid an aggregate principal amount Mortgage and the other Loan Documents and (C) in accordance with Section 1.15 of Term Loans allocated by the Nexstar Borrower to Mortgage following the Borrowerreceipt thereby of the net cash proceeds in connection with any condemnation proceeding. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes Upon the occurrence of any property or assets event triggering the prepayment requirement pursuant to this Section 7.05(h2.4(b), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make promptly deliver a prepayment, in accordance with Section 2.05(b)(ii)(C), Notice of an aggregate principal amount of Term Loans equal Prepayment to the percentage represented by the quotient Administrative Agent and, upon receipt of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentagenotice, the “Asset Percentage”Administrative Agent shall promptly so notify the Lenders. Each prepayment under this Section 2.4(b) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Aapplied (i) with respect to such portion prepayments required in connection with any asset disposition permitted under Section 9.5(b) in the inverse order of such Net Cash Proceeds that maturity until the Borrower shall haveConstruction Loan Advances are paid in full and (ii) all other prepayments under this Section 2.4(b), on or prior to such date, given written notice ratably to the Administrative Agent remaining scheduled principal installments of its intent the Construction Loan Advances (including the final payment thereof) until the Construction Loan Advances are paid in full. Any such prepayments shall be applied first to reinvest Base Rate Loans and then to Eurodollar Rate Loans in accordance with direct order of maturities of Interest Periods; provided that any payment of any Eurodollar Rate Loan shall be accompanied by any amount required to be paid pursuant to Section 2.05(b)(ii)(B) 3.9 hereof (which notice may only be provided if no Event of Default has occurred and is then continuingbut otherwise without premium or penalty).;

Mandatory Prepayment. (ia) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) If Borrower or any other Credit Party shall consummate an initial public offering of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementEquity Interests in such Person, the Borrower shall cause to be prepaid an aggregate principal amount repay the outstanding Loans and other Obligations in full immediately upon consummation of Term Loans allocated by the Nexstar Borrower to the Borrowersuch initial public offering. (iib) (A) Subject to Section 2.05(b)(ii)(B), if (1) Immediately upon receipt by any Covenant Entity Disposes Credit Party of the net cash proceeds of any property or assets pursuant to Section 7.05(hincurrence of Debt (other than Debt permitted hereunder), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, prepay the Loans as hereafter provided in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient lesser of (xi) the Outstanding Amount balance of Term the Obligations and (ii) 100% of such net cash proceeds (and upon any such prepayment any violation or breach of the terms hereof with respect to the Debt shall be deemed cured). (c) Immediately upon receipt by any Credit Party of the net cash proceeds of any Equity Issuance, the Borrower shall prepay the Loans at such time divided by as hereafter provided in an aggregate amount equal to the lesser of (yi) the sum balance of the Outstanding Amount Obligations and (ii)100% of such net cash proceeds. (d) Subject to the rights of any lender under the SPE Mortgage Debt, the Borrower shall prepay the Loans as hereafter provided in an aggregate amount equal to the lesser of (i) the balance of the Term Loans at Obligations and (ii)100% of the net cash proceeds of all voluntary and involuntary dispositions of assets (including by means of casualty and condemnation events) in excess of $50,000 in the aggregate during any fiscal year, to the extent such time and net cash proceeds are not reinvested in similar property within 90 days of the amount date of such voluntary or involuntary disposition. This clause (d) shall not apply to dispositions involving (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business; (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out property no longer used or useful in the conduct of business of any Credit Party; (c) any sale, lease, license, transfer or other Indebtedness constituting term loans disposition of property to any Credit Party; (d) the sale or term notes outstanding at such time discount of accounts in the ordinary course of business and (e) termination of a lease of real or personal property that is secured by not necessary in the ordinary course of business and that could not reasonably be expected to result in a Lien ranking pari passu Material Adverse Effect. (e) Together with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required any mandatory Principal payment made pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the 4.3, Borrower shall havepay accrued interest and the Make Whole Amount on the Principal amount so prepaid and such payments shall be applied first to all costs, on or prior expenses, indemnities and other amounts then due and payable hereunder, then to such datepayment of interest at the Default Rate, given written notice if any, then to accrued interest and the Administrative Agent Make Whole Amount and thereafter to payment of its intent to reinvest in accordance with Principal. The making of any mandatory prepayment under this Section 2.05(b)(ii)(B) (which notice may only be provided if no 4.3 shall not excuse any action that would otherwise constitute an Event of Default has occurred hereunder. Any mandatory prepayments shall be allocated first to the Incremental Term Loans, if any, in inverse order of funding thereof, and is then continuing)last to the Closing Date Term Loan.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $100,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) If any Indebtedness shall be incurred by any Loan Party (excluding (i) Within the Bridge Loan Facility, (ii) if the Additional First Priority Term Loans are not funded on the Closing Date, any Junior Lien Indebtedness and Subordinated Indebtedness incurred pursuant to the Plan of Reorganization, (iii) any other Indebtedness permitted to be incurred under Section 6.1(a) through (m), (n)(i), (o) through (s), (u) through (w), (x)(ii), (y), (z), (aa) and (bb) and (iv) any Refinancing of such Indebtedness to the extent permitted under Section 6.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be offered by the Borrower to prepay within five (5) Business Days of the date of incurrence thereof the First Priority Term Loans as set forth in Section 2.16(h); provided, however, that with respect to any Subordinated Indebtedness permitted under Section 6.1(t)(ii) or any senior unsecured Indebtedness permitted under Section 6.1(x)(i), (x) 50% of the Net Cash Proceeds thereof shall not be required to be offered to prepay the First Priority Term Loans as set forth in Section 2.16(h) if the Consolidated Leverage Ratio, after giving pro forma effect to the incurrence of such Indebtedness, is less than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 1.0 (from the first term of such ratio), but greater than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 2.0 (from the first number of such ratio) and (y) such Net Cash Proceeds thereof shall not be required to be offered to prepay the First Priority Term Loans as set forth in Section 2.16(h) if the Consolidated Leverage Ratio, after giving pro forma effect to the incurrence of such Indebtedness, is less than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 2.0 (from the first term of such ratio); provided further that with respect to any unsecured Indebtedness permitted under Section 6.1(n)(ii), 50% of the Net Cash Proceeds thereof shall not be required to be offered to prepay the First Priority Term Loans as set forth in Section 2.16(h). (b) If any Capital Stock shall be issued or sold by any Loan Party (excluding any Capital Stock issued pursuant to the Plan of Reorganization or any Capital Stock issued or sold by any Loan Party to another Loan Party) during the term of this Agreement, an amount equal to 50% of the Net Cash Proceeds thereof shall be offered by the Borrower within five (5) Business Days after the date of such issuance to prepay the First Priority Term Loans as set forth in Section 2.16(h); provided that (i) such Net Cash Proceeds used to make Investments permitted under Section 6.6(k) or Project Investments permitted under Section 6.6(m) or Permitted Acquisitions permitted under Section 6.3(g) or for Capital Expenditures permitted under Section 6.15 and (ii) up to $500,000,000 of such Net Cash Proceeds received after the Closing Date and applied to repay Limited Recourse Debt existing on the Closing Date shall not be required to be offered by the Borrower to prepay the First Priority Term Loans as set forth in Section 2.16(h). (c) If any Loan Party shall receive an Extraordinary Receipt, an amount equal to (x) 100% of the amount of such Extraordinary Receipt to the extent such Extraordinary Receipt consists of a pension plan reversion and (y) 50% of the amount of such Extraordinary Receipt to the extent such Extraordinary Receipt consists of a tax refund shall be offered by the Borrower within five (5) Business Days after the receipt thereof to prepay the First Priority Term Loans as set forth in Section 2.16(h). (d) If, for any fiscal year of the Borrower commencing with the first fiscal year of the Borrower ending after the Closing Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, offer an amount equal to the ECF Percentage of such Excess Cash Flow less the aggregate amount of voluntary repayments of the Loans paid in the preceding fiscal year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) to prepay the First Priority Term Loans as set forth in Section 2.16(h). Each such offer to prepay shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered pursuant to Section 6.01(athe Lenders and (ii) the date such financial statements are actually delivered. (e) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (x) in excess of $50,000,000 from any Asset Sale or (y) in excess of $20,000,000 from any Recovery Event, then, unless the Nexstar Credit Agreement and Borrower shall have delivered a Reinvestment Notice in respect thereof on or prior to the related Group Compliance Certificate has been delivered pursuant to Section 6.02(adate that is ten (10) of the Nexstar Credit AgreementBusiness Days after such date, the Borrower shall cause offer to be prepaid an aggregate principal amount apply such Net Cash Proceeds within ten (10) Business Days after receipt of such Net Cash Proceeds towards the prepayment of the First Priority Term Loans allocated by the Nexstar Borrower as set forth in Section 2.16(h). If on or prior to the Borrower. date that is 365 days after the occurrence of a Recovery Event or Asset Sale, the Borrower shall not have delivered a Reinvestment Commitment Notice in respect of Net Cash Proceeds described in the first sentence of this paragraph (ii) (A) Subject to Section 2.05(b)(ii)(Be), if (1) any Covenant Entity Disposes of any property or assets pursuant the Borrower shall offer to Section 7.05(h), (i), (n), (o)(y) apply such Net Cash Proceeds on such date (to the extent provided thereunder) not previously applied or (o)(z) expended to acquire, maintain, construct, improve or (2) any Casualty Event occursrepair assets useful in its business or, which solely in the aggregate results case of a Recovery Event, reimburse itself for amounts previously so applied or expended) to the prepayment of the First Priority Term Loans as set forth in Section 2.16(h). If on or prior to the realization or receipt by such Person of Net Cash Proceedsdate that is 365 days after a Reinvestment Event, the Borrower shall make have delivered a prepayment, Reinvestment Commitment Notice in accordance with Section 2.05(b)(ii)(Crespect of any or all of the Net Cash Proceeds described in the first sentence of this paragraph (e), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of then (x) on the Outstanding Amount date of Term Loans at such time divided by notice, the Borrower shall offer to apply (yto the extent not previously so applied or expended) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentageportion, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion if any, of such Net Cash Proceeds that the Borrower or any Subsidiary has not committed to use to acquire, maintain, construct, improve or repair assets useful in its business or, solely in the case of a Recovery Event, reimburse itself for amounts previously so applied or expended, to the prepayment of the First Priority Term Loans as set forth in Section 2.16(h) and (y) on the date that is 180 days after delivery of such notice in the case of Net Cash Proceeds from an Asset Sale described in the first sentence of this paragraph (e) and 24 months after the delivery of such notice in the case of Net Cash Proceeds from a Recovery Event described in the first sentence of this paragraph (e), the Borrower shall haveoffer to apply any Net Cash Proceeds not applied or expended to acquire, maintain, construct, improve or repair assets useful in its business or, solely in the case of a Recovery Event, reimburse itself for amounts previously so applied or expended, to the prepayment of the First Priority Term Loans set forth in Section 2.16(h) (to the extent not previously so applied or expended). For purposes of clarity, application of an amount equal to the amount of applicable Net Cash Proceeds on or prior before the dates or the expiration of time periods set forth herein shall be construed as application of such applicable Net Cash Proceeds for purposes of this Section 2.16(e). (f) Amounts to such date, given written notice be applied in connection with prepayments of the Loans made pursuant to this Section 2.16 shall be applied to the Administrative Agent prepayment of its intent to reinvest the First Priority Term Loans (in accordance with Section 2.05(b)(ii)(B2.19(b)) until the First Priority Term Loans are paid in full. If all First Priority Term Lenders accept such prepayment pursuant to Section 2.16(h), then, with respect to such prepayment, the amount of such prepayment shall be applied first to First Priority Term Loans of the respective Lenders (and of the respective tranche, if there are multiple tranches) that are Base Rate Loans to the full extent thereof before application to First Priority Term Loans of the respective Lenders (and of the respective tranche, if there are multiple tranches) that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.22 and otherwise the amount of such prepayment shall be applied ratably to the then outstanding First Priority Term Loans of all Lenders accepting such prepayment and ratably to the Base Rate Loans and Eurodollar Loans among such First Priority Term Loans held by each Lender accepting such prepayment; provided that in the event any Lender rejects the offer in Section 2.16(h) in respect of a Prepayment Amount, the Borrower shall not be required to pay breakage amounts under Section 2.22 in any greater amount than would have been paid in accordance with this sentence (without giving effect to this proviso). Each prepayment of the Loans under Section 2.16 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Upon the Termination Date, the Total Commitment shall automatically terminate in full and the Borrower shall pay the Loans in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof) and, if there are any Letter of Credit Outstandings constituting undrawn Letters of Credit, the Borrower shall replace such Letter(s) of Credit, provide a “back-to-back” letter of credit acceptable to the Fronting Bank or collateralize such Letter of Credit Outstandings, in each case in the manner set forth in Section 2.7(b). (h) With respect to all events described in Section 2.16(a) through (e), the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each First Priority Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each First Priority Term Lender a Prepayment Option Notice, which shall be substantially in the form of Exhibit J, and shall include an offer (“Offer”) by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten (10) Business Days after the date of the Prepayment Option Notice, the relevant First Priority Term Loans of such First Priority Term Lender by an amount equal to the portion of the prepayment amount (the “Prepayment Amount”) indicated in such Lender’s Prepayment Option Notice (which portion shall be based on its pro rata share of then outstanding First Priority Term Loans, in accordance with Section 2.19(b)). Each First Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a First Priority Term Lender as set forth below, the Offer shall be deemed rejected by such First Priority Term Lender. With respect to First Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the Borrower shall pay directly to the Administrative Agent; for payment to the relevant First Priority Term Lenders, the aggregate amount necessary to prepay that portion of the outstanding relevant First Priority Term Loans in respect of which such Lenders have accepted prepayment. Any First Priority Term Lenders accepting such Offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the Administrative Agent telephonic notice may only (promptly confirmed in writing) of such acceptance and the Administrative Agent will give the Borrower corresponding telephonic notice (promptly confirmed in writing). The amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received shall be provided offered to the Bridge Loan Lenders, if any, pursuant to the Bridge Loan Agreement. The amount equal to the remaining portion of the Prepayment Amount not applied to prepay the First Priority Term Loans or the Bridge Loans will be used by the Borrower on the date that is ten (10) days after the offer to the Bridge Loan Lenders was made (or, if no Event such offer is required, on the Mandatory Prepayment Date) to repay any outstanding Revolving Loans until such Revolving Loans are repaid; provided that such repayments of Default has occurred the Revolving Loans shall not reduce the Total Revolving Commitments. Any amount of such Prepayment Amount remaining after repaying the Revolving Loans in full may be used by the Borrower as it elects in accordance with this Agreement. (i) Each mandatory repayment of First Priority Term Loans pursuant to clauses (a) and is then continuing(b) of this Section 2.16 made prior to the second anniversary of the Closing Date shall be subject to the payment of the fee described in Section 2.24(c).

Mandatory Prepayment. In the event (each of the events described in clauses (i)-(v) below after expiration of the applicable cure period (if any) being a "MANDATORY PREPAYMENT EVENT"): (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) Common Stock (including all of the Nexstar Credit Agreement shares of Common Stock issuable upon conversion of this Debenture) is suspended from trading on any of, or is not listed or designated for quotation (and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(aauthorized) of the Nexstar Credit Agreementfor trading on at least one of, the Borrower shall cause to be prepaid New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market or the NASDAQ Small Cap Market ("NASDAQ") for an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.five (5) full trading days in any nine (9) month period, (ii) (A) Subject the Registration Statement required to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets be filed by the Corporation pursuant to Section 7.05(h2(a) of the Registration Rights Agreement, dated as of September 30, 1997, by and among the Corporation and the other signatories thereto (the "REGISTRATION RIGHTS AGREEMENT"), has not been declared effective by the 180th day following the Closing Date or such Registration Statement, after being declared effective, cannot be utilized by the Holder for the resale of all of their Registrable Securities (as defined in the Registration Rights Agreement) for an aggregate of more than thirty (30) days in any consecutive twelve month period as a result of (x) the inclusion in the prospectus contained in such Registration Statement of an untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (y) the issuance of any stop order or other suspension of effectiveness of such Registration Statement. (iii) the Corporation fails, and any such failure continues uncured for five (5) trading days after the Corporation has been notified thereof in writing by the Holder, to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture, the Securities Purchase Agreement or the Registration Rights Agreement, (iv) the Corporation provides notice to any holder of the Debentures, including by way of public announcement, at any time, of its intention not to issue shares of Common Stock to any holder of said Debentures upon conversion in accordance with the terms thereof, (v) the Corporation shall: (a) sell, convey or dispose of all or substantially all of its assets; (b) merge, consolidate or engage in any other business combination with any other entity (other than a merger, consolidation or business combination in which the holders of the Corporation's voting securities immediately preceding such merger, consolidation or business combination own, on a pro rata basis, at least 50% of the surviving entity's voting securities); or (c) have fifty percent (50%) or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), (vi) Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings, or relief under any bankruptcy law or any law for the relief of debt shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within ninety (90) days after such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit to any material allegations of, or default in answering a petition filed in, any such proceeding, (vii) the Corporation shall fail to comply in any material respect with the agreements and covenants contained in the Purchase Agreement, the Registration Rights Agreement or this Debenture (including without limitation a failure to comply with its conversion obligations hereunder), which failure continues uncured for a period of ten (10) days following delivery of written notice thereof by the Holder to the Corporation, (viii) the Corporation shall fail to pay when due any amount due hereunder free of any claim of subordination, or (ix) the Corporation shall be prohibited from complying with its conversion obligations hereunder by reason of any stockholder approval requirements of NASDAQ, then, upon the occurrence of any such Mandatory Prepayment Event, the Holder shall thereafter have the option, exercisable in whole or in part at any time and from time to time by delivery of a Mandatory Prepayment Notice (as defined in Paragraph B below) to the Corporation while such Mandatory Prepayment Event continues, to require the Corporation to pay in cash any or all of the Outstanding Amount. For the avoidance of doubt, the occurrence of any event described in clauses (i), (nii), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(Civ), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (xv), (vii) the Outstanding Amount of Term Loans at such time divided by and (yix) the sum of the Outstanding Amount of the Term Loans at such time above shall immediately constitute a Mandatory Prepayment Event and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment there shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)cure period.

Mandatory Prepayment. Any outstanding Advances shall be prepaid or, prior to the Closing Date, the Commitments shall be reduced, in each case, on a dollar-for-dollar basis within three Business Days following (in the case of a prepayment of Advances) or at the time of (in the case of a reduction of Commitments) receipt by the Consolidated Group after the date hereof of any Net Cash Proceeds (or in the case of clause (i) Within five Business Days after the date financial statements are required below, commitments) referred to be delivered pursuant to Section 6.01(ain this paragraph (d): (i) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.[reserved]; (ii) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales in respect of the 21CF RSN Assets; and (iii) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property Asset Sales between or assets pursuant to Section 7.05(h)among the Consolidated Group, (i)B) leases, licenses, subleases and sublicenses, (n)C) Asset Sales, (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, Net Cash Proceeds of which do not exceed $2,000,000,000 in the aggregate results and (D) Asset Sales in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum respect of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time 21CF RSN Assets); provided that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (shall not be required to be so applied on such percentage, date to the “Asset Percentage”) of all extent that such Net Cash Proceeds realized are used to acquire, maintain, develop, construct, improve, upgrade or receivedrepair tangible or intangible assets useful in the business of the Consolidated Group, in each case within the Reinvestment Period; provided provided, further, that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such if all or any portion of such Net Cash Proceeds are not so used within the Reinvestment Period, such remaining portion not so used shall be applied on the date that is 10 Business Days after the last day of the Reinvestment Period as a mandatory repayment of principal of outstanding Advances as provided above in this Section 2.04(d)(iii). Notwithstanding the foregoing or anything else to the contrary contained herein or otherwise, other than any mandatory prepayment or Commitment reduction required hereunder in respect of Net Cash Proceeds resulting from Asset Sales in respect of 21CF RSN Assets, no mandatory prepayment or Commitment reduction shall be applied or required hereunder prior to the Bridge Credit Agreement Termination Time. All mandatory prepayments and Commitment reductions shall be applied without penalty or premium (except for breakage costs required pursuant to Section 8.04(b) and accrued interest, if any) and will be applied pro rata among the Lenders. Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by a Foreign Subsidiary of the Borrower or any other Subsidiary of such Foreign Subsidiary, the Commitments shall haveonly be reduced (or the Advances prepaid) to the extent that (i) such Net Cash Proceeds can be promptly transferred to the Borrower without adverse tax consequences to Borrower and any of its Subsidiaries and (ii) such transfer would not be prohibited or restricted by applicable law, rule or regulation or contract or the organizational documents of such Foreign Subsidiary (in the case of clauses (i) and (ii), as reasonably determined by the Borrower in good faith) (each, a “Repayment Limitation”); it being understood that if such Repayment Limitation exists, upon such Repayment Limitation ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower on or prior the date such Repayment Limitation ceased to such date, given exist. The Borrower shall give the Designated Agent prompt written notice to the Administrative Agent of its intent to reinvest in accordance with any mandatory Commitment reduction or prepayment of Advances under this Section 2.05(b)(ii)(B) (2.04(d), which notice may only shall be provided if no Event accompanied by a reasonably detailed calculations of Default has occurred and is then continuing)the applicable Net Cash Proceeds.

Mandatory Prepayment. In the event that the provisions of Section 6.1 become applicable or any Compensating Amount becomes payable to the Lender pursuant to Section 6.2, the Borrower may, at its own expense and in its sole discretion terminate the Commitment of the Lender and prepay all Outstanding Principal Obligations to the Lender (in the case of Outstanding Principal Obligations in respect of any BA Advance, discounted for the period to the maturity of the Bankers' Acceptances outstanding in respect of such BA Advance at the Canada Treasury Xxxx Rate for such discount calculation period in effect on the date of such prepayment); provided that (a) the Borrower shall have paid to the Lender (i) Within five Business Days after the Outstanding Principal Obligations in respect of (in the case of Outstanding Principal Obligations in respect of any BA Advance, discounted as above provided) and interest accrued to the date financial statements are required to be delivered of such payment on the Advances made by the Lender hereunder, (ii) any Compensating Amount payable pursuant to Section 6.01(a6.2, (iii) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered any additional amounts payable pursuant to Section 6.02(a11.7, (iv) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower Standby Fees accrued to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes date of any property or assets suspension of all Types of Advances pursuant to Section 7.05(h)6.1 or the date of such payment, whichever is earlier, and (i), v) all other amounts (n), (o)(yexcluding Standby Fees) (owed to the extent provided thereunderLender hereunder, and (b) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum termination of the Outstanding Amount Commitment of the Term Loans at such time Lender and the amount prepayment of Advances is not prohibited by any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Legal Requirement.

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.extent that the Principal Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event); and (ii) to the extent that the Principal Obligations with respect to the Temporary Increase Tranche exceed the Temporary Increase Commitments (including, without limitation, as a result of an Exclusion Event); or (ii) (Aiii) Subject to the extent that such mandatory prepayment is required pursuant to the terms of the Governing Documents or other Constituent Documents of the Credit Parties. Each such prepayment shall be made in such amount as will put the Borrowers in compliance with this Section 2.05(b)(ii)(B2.1(e) and shall be made by the Required Payment Time. Notwithstanding the foregoing, if any excess calculated pursuant to this Section 2.1(e) is attributable to undrawn Letters of Credit, the Borrowers may Cash Collateralize such excess with the Administrative Agent in lieu of prepaying Loans, when required pursuant to the terms of this Section 2.1(e), if as security for such portion of the Obligations. Unless otherwise required by law, upon: (1i) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), a change in circumstances such that the circumstances described in clause (i), or (n), (o)(y) (to the extent provided thereunderii) or (o)(ziii) above no longer exist; or (ii) the full and final payment of the Obligations (other than contingent Obligations that have not been asserted), the Administrative Agent shall return to the Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i), or (ii) or (2iii) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with this Section 2.05(b)(ii)(C2.1(e), of an aggregate principal amount of Term Loans equal to neither the percentage represented by Borrowers nor the quotient of Guarantor will withdraw funds from the Collateral Accounts (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to amounts that constitute part of the Collateral), unless, after giving effect to such portion withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of such Net Cash Proceeds the Collateral) to satisfy the Borrowers’ or Guarantor’s payment obligation at the end of the Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited in or credited to the Borrower shall have, on or Collateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such date, given written notice amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)date such mandatory prepayment was triggered.

Mandatory Prepayment. 4.1 Subject to Section 4.6, the Term Loan shall be subject to required principal reductions in the amount of fifty percent (i50%) Within five of Excess Cash Flow for each fiscal year, such prepayments to be payable in respect of each fiscal year beginning with the fiscal year ending December 31, 2014, and each fiscal year thereafter, and to be due on May 1 of the following fiscal year. 4.2 Subject to Section 4.6 promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the date financial statements Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sales in excess of $250,000 in any fiscal year which are required to be delivered pursuant to Section 6.01(a) of not Reinvested as described in the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementfollowing sentence, the Borrower shall cause prepay the Term Loan by an amount equal to be prepaid an aggregate principal amount one hundred percent (100%) of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, provided, however that the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal not be obligated to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of prepay the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu Loan with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds if the following conditions are satisfied: (such percentagei) promptly following the applicable Asset Sale, the Borrower provides to Bank a certificate executed by an officer of the Borrower (“Asset PercentageReinvestment Certificate”) of all such Net Cash Proceeds realized or received; provided stating (x) that the Asset Sale has occurred, (y) that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(ADefault or Event of Default has occurred and is continuing either as of the date of the Asset Sale or as of the date of the Reinvestment Certificate, and (z) with respect to such portion a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds that is commenced within the Borrower shall haveInitial Reinvestment Period and completed within the Reinvestment Period, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(Band (iii) (which notice may only be provided if no Event of Default has occurred and is continuing at the time of the Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.5. 4.3 Subject to Section 4.6, promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of Net Cash Proceeds from the issuance of any Equity Interests of such Person, the Borrower shall prepay the Term Loan by an amount equal to fifty percent (50%) of such Net Cash Proceeds. 4.4 Subject to Section 4.6, promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of any Insurance Proceeds or Condemnation Proceeds, the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the Borrower if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrower provides to Bank a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, and (y) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.6. 4.5 Subject to Section 4.6, on the date Holdings is required to make any payment under the provisions of Section 1.3 of the Here to Serve Notes, Borrower shall pay to Bank a mandatory prepayment of the Term Loan in an amount equal to the aggregate amount required to be paid by Holdings under Section 1.3 of the Here to Serve Notes, including the aggregate amount of prepayment fees payable thereunder. In addition, if Bank consents to a prepayment of the Here to Serve Notes, then continuing)Borrower shall on the date any such prepayment is made prepay the Term Loan by an amount equal to such prepayment of the Here to Serve Notes. 4.6 Each mandatory prepayment under this Section 4 or any other mandatory or optional prepayment of the Term Loan under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto. Each mandatory or optional prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.

Mandatory Prepayment. Allocated Loan Amounts 7.2.1 On a Disposal of all or part of: (A) a Property (other than a Disposal expressly permitted under Clause 22.6 (Occupational Leases)); (B) the entire issued share capital of a Borrower, or (C) any part of the Car Park Property to a Car Park Option Holder, in either case in accordance with Clause 20.5.3 (Disposals), the Borrowers must prepay an amount of the Loans equal to the relevant amount referred to in Clause 7.2.2 below. Any prepayment under this Clause 7.2.1 must be made on either: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) last day of the Nexstar Credit Agreement Interest Period in which the relevant Disposal occurred and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementpending any such prepayment, the Borrower relevant Disposal Proceeds shall cause to be prepaid an aggregate principal amount of Term Loans allocated by paid into the Nexstar Borrower to the Borrower.Disposal Account; or (ii) if the Obligors so request in writing to the Agent at least 5 Business Days prior to the completion date of such Disposal and subject to Clause 7.6.2 (Restrictions), on the completion date of such Disposal. 7.2.2 The "relevant amount" referred to in Clause 7.2.1 above is: (A) Subject to Section 2.05(b)(ii)(B), if unless paragraph (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunderB) or (o)(zC) or (2) any Casualty Event occursbelow applies, which 120 per cent. of the Allocated Loan Amount for the relevant Property or, in the aggregate results case of a Disposal of the entire issued share capital of a Borrower, the Properties owned by that Borrower; or (B) if the Loan to Value following the relevant Disposal would be greater than 70 per cent., the lower of: (i) 100% of the Net Disposal Proceeds for the relevant Disposal; and (ii) such amount which the Agent calculates (acting reasonably) will, following its application in prepayment of the Loans, ensure that the Loan to Value following the relevant Disposal would be less than 62.5 per cent, if such amount would be higher than the amount payable under paragraph (A) above. For the avoidance of doubt, if such amount would be lower than the amount payable under paragraph (A) above, this paragraph (B) shall not apply and the "relevant amount" for the purposes of Clause 7.2.1 above shall be the amount payable under paragraph (A) above: or (C) if: (i) the Loan to Value following the relevant Disposal would be less than 60 per cent., and (ii) the Agent has received evidence satisfactory to it (acting reasonably) that the Five Brindleyplace New Letting has been entered into prior to the date of the relevant Disposal, 100 per cent. of the Allocated Loan Amount for the Relevant Property. (D) in the realization or receipt by such Person case of Net Cash Proceedsa Disposal under Clause 7.2.1(C), the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)relevant Disposal Proceeds.

Mandatory Prepayment. 4.2.1 If, at [****], the LTV Ratio is greater than [****] (i) Within five Business Days after a “Collateral Shortfall”), upon Lender’s written request by email to the date financial statements are required address specified in Section 15 of this Agreement (which request shall include the amount of repayment or deposit (subject to be delivered adjustment pursuant to Section 6.01(athe final sentence of this paragraph, the “Cure Amount”) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant necessary to Section 6.02(a) of the Nexstar Credit Agreementcure such Collateral Shortfall as set forth below), the Borrower shall have [****] following the Lender’s delivery of such written request (the “Cure Deadline”), to cause the LTV Ratio to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower reduced to less than or equal to [****] by, in the Borrower. ’s discretion (i) depositing bitcoin (which for the avoidance of doubt shall be deemed to be deposited when confirmed by six (6) continuous blocks) or Dollars into the Collateral Account and/or (ii) repaying the Outstanding Principal Amount in full or in part. If the Borrower has failed to deposit and/or repay the Cure Amount by the Cure Deadline, then, at the Cure Deadline, a Collateral Default shall be deemed to exist at such time (A) Subject to Section 2.05(b)(ii)(Ba “Collateral Default”), in which case Lender shall, in accordance with the terms of this Agreement, be entitled to exercise any and all rights and remedies under Section 8 or applicable law; provided, [****] Notwithstanding anything to the contrary in this Section, if the Borrower provides the Lender with reasonable evidence that any event outside the Borrower’s control prevents the Borrower from timely curing a Collateral Shortfall in accordance with this Section 4.2.1 (1) including any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i)) delay, processing time, failure, error by any custodian used by the Borrower (n)including, (o)(y) (to for the extent provided thereunderavoidance of doubt, the Custodian) or (o)(z) other disruption with respect to any custodian used by the Borrower or (2ii) any Casualty Event occursfailure, downtime, disruption, delay, or malfunction of the Blockchain, the Bitcoin Network, or the underlying software protocols associated therewith which in the aggregate results in the realization or receipt by such Person affects holders of Net Cash Proceedsbitcoin as a class), the Borrower shall make have an additional [****] to cure. 4.2.2 If, [****], the LTV Ratio is less than or equal to [****] (a prepayment“Collateral Excess”), (a) the Lender shall notify the Borrower thereof in writing and (b) regardless of the receipt of such notice, the Borrower may, in accordance with Section 2.05(b)(ii)(C)its sole discretion, of an aggregate principal amount of Term Loans equal increase the LTV Ratio up to [****] by withdrawing bitcoin or Dollars from the Collateral Account, which after giving effect to such withdrawal would not increase the LTV Ratio above [****] (subject to adjustment pursuant to the percentage represented by the quotient final sentence of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentagethis paragraph, the “Asset PercentageReturn Amount”). The Lender shall promptly, and in any event within [****] (subject to adjustment pursuant to the proviso in this sentence, the “Return Deadline”), cause the transfer of such bitcoin or Dollars (free and clear of any claim, lien, encumbrance or security interest of any Person) to one or more accounts or Blockchain addresses specified by the Borrower, provided that the Lender must send to the Borrower before such Return Deadline a written notice (the “Updated Return Notice”) containing an updated calculation of all the Return Amount based on the level of [****] prior to the time at which the Lender delivers such Net Cash Proceeds realized or received; provided that no such prepayment Updated Return Notice, and the Return Amount shall be required pursuant to this Section 2.05(b)(ii)(Areplaced with such updated amount set forth in the Updated Return Notice; provided, further that the Lender may only deliver one (1) Updated Return Notice with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)each Collateral Excess.

Mandatory Prepayment. Borrowers shall make the following mandatory prepayments on the Term Loan: (i) Within five Business Days after Immediately upon receipt thereof, the date financial statements are Borrowers shall make a mandatory prepayment on the Term Loan in an amount equal to that portion of the Net Sale Consideration with respect to any Sale or the net proceeds with respect to any other disposition of assets, in each case, which is required to be delivered paid to the Agent or the Banks pursuant to the Intercreditor Agreement. To the extent that a Purchaser Note (as defined in Section 6.01(a17(a) of the Nexstar Credit Agreement and Intercreditor Agreement) is pledged to or received by the related Group Compliance Certificate has been delivered Agent pursuant to Section 6.02(a) the Intercreditor Agreement, such Purchaser Note shall not constitute a payment in respect of the Nexstar Credit AgreementTerm Loan or any other Obligation unless, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower and to the Borrowerextent, cash payments are actually received by Agent thereunder. (ii) To the extent permitted to be made pursuant to Section 7.8(a) of the Foothill Group Agreement (as in effect on the Effective Date) on the earlier of (A) Subject ninety (90) days after the end of each Fiscal Year of the Parent Guarantor and (B) the date the annual audited financial statements of the Parent Guarantor are delivered to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets the Banks pursuant to Section 7.05(h6.01(b), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower Borrowers shall make a prepaymentmandatory prepayment on the Term Loan in an amount equal to 50% of any Excess Cash Flow for such Fiscal Year. (iii) To the extent permitted to be made pursuant to Section 7.8(a) of the Foothill Group Agreement (as in effect on the Effective Date) immediately upon receipt thereof, the Borrowers shall make a mandatory prepayment on the Term Loan in accordance with Section 2.05(b)(ii)(C), an amount equal to fifty percent (50%) of the net proceeds of an aggregate principal amount Equity Issuance not including proceeds of Term Loans equal to the percentage represented by the quotient exercise of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans Warrants or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, Option Rights issued on or prior to such datethe Effective Date which closes after the Effective Date, given written notice provided, that the prepayment under this Section 2.03(c)(iii) shall be required only in respect of and to the Administrative Agent extent that the aggregate net proceeds from all Equity Issuances of its intent the Loan Parties exceeds $10,000,000. All mandatory prepayments of the Term Loan shall be applied to reinvest reduce scheduled principal installment payments in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event the inverse order of Default has occurred and is then continuing)maturity.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. Except for any transaction set forth on Schedule 2(e), during the term of the Note, (i) Within five Business Days after in the date financial statements are required event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to be delivered pursuant to Section 6.01(aor greater than $2,000,000 (a “Qualified Offering”) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. or (ii) in the event that the Company consummates a private or public offering or other financing or capital-raising transaction of any kind, including the receipt of funds pursuant to a repayment from a related party of promissory notes issued to such entity (A) Subject to Section 2.05(b)(ii)(Beach a “Non-Qualified Offering”), if at any time upon ten (110) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given days written notice to the Administrative Agent Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder, from up to 100% of its intent the proceeds from such Qualified Offering or from up to reinvest 25% of the proceeds of such Non-Qualified Offering, as applicable, of an amount in accordance with Section 2.05(b)(ii)(Bcash as follows: (A) if the Company is required to prepay the Note at any time within the initial thirty (which 30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the outstanding principal amount to the date of mandatory prepayment (the “Mandatory Prepayment Date”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (E) if the Company is required to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice may only be provided if no Event of Default has occurred and the mandatory prepayment is then continuing)given until the date of the mandatory prepayment.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a2.05(c)(vi) of the Nexstar Credit Financing Agreement is hereby amended as follows: (A) by adding immediately after the reference to clause “(j)” of the definition Permitted Indebtedness, the parenthetical “(but not excluding Indebtedness incurred in respect of the Additional Subordinated Notes)”; and (B) by adding immediately prior to the end of the first sentence, the following proviso: “; provided, however, that, proceeds in an amount equal to and constituting Sponsor Repayment Proceeds, if any, shall not be subject to such prepayment to the related Group Compliance Certificate has been delivered pursuant extent such proceeds are used by the Parent to refinance or repay all or a portion of the principal amount of the Sponsor Additional Subordinated Notes (but not amounts constituting interest thereon, whether accrued, capitalized, paid-in-kind or otherwise)”. (i) Section 6.02(a2.05(d)(i) of the Nexstar Credit AgreementFinancing Agreement is hereby amended and restated in its entirety to read as follows: “Each prepayment pursuant to subsections (c)(iv), the Borrower (c)(v), (c)(vi) and (c)(vii) above shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower applied: first, to the Borrower. Term Loan A until paid in full, second, to the Term Loan B until paid in full, third, to the Revolving Loans until paid in full, and fourth, ratably to all other Obligations until paid in full, provided, that prepayments from the proceeds constituting Liquidity Proceeds shall be applied in the following manner: (iix) proceeds constituting Additional Liquidity Priority Proceeds shall be applied as follows: (A) Subject the first $2,000,000 shall be applied to Section 2.05(b)(ii)(Bthe Term Loan A (which amounts were received and applied on January 5, 2006) and (B) the remaining amount equal to $4,000,000 shall be applied first, to the Term Loan A in an amount not exceeding $2,000,000 or until paid in full (whichever is the first to occur), if second, to the Revolving Loans in an amount not exceeding $2,000,000 or until paid in full (1) any Covenant Entity Disposes of any property or assets pursuant whichever is the first to Section 7.05(hoccur), (i)third, (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occursTerm Loan B until paid in full, which and fourth, ratably to all other Obligations until paid in the aggregate results in the realization or receipt by such Person of Net Cash Proceedsfull, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by and (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness proceeds constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentageRemaining Liquidity Proceeds, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that applied as determined by the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest Agents in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)their sole discretion.”

Mandatory Prepayment. (i) Within five Business Days after Upon the date financial statements are required to be delivered pursuant to Section 6.01(a) occurrence or happening of the Nexstar Credit Agreement any Event of Loss, and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) receipt of the Nexstar Credit AgreementNet Cash Proceeds in respect thereof, the Borrower shall cause all such Net Cash Proceeds to be prepaid an aggregate principal amount of Term Loans allocated deposited into a deposit account controlled by the Nexstar Collateral Agent upon the receipt thereof and held as Collateral subject to a Lien under the Collateral Agreements pending the application of such funds in accordance with the terms of this Section 4.02; provided that, notwithstanding any other provision of this Section 4.02 to the contrary, upon an Event of Total Loss, the Borrower shall, within the earlier of (A) 180 days of such event and (B) the date on which the Borrower receives any Net Cash Proceeds from such Event of Total Loss, prepay the principal of the Loans in an amount equal to the greater of (x) $100,000,000 and (y) the Relevant Percentage of the Loans (in each case, with Net Cash Proceeds from such Event of Loss, any other cash available to the Borrower (including the proceeds of cash equity contributions to the Borrower) or any combination thereof). (ii) Within 180 days (subject to extension as provided in Section 4.02(a)(iii)) after the receipt of any Net Cash Proceeds from an Event of Loss (other than an Event of Total Loss), the Borrower or the applicable Borrower Subsidiary Guarantor, as the case may be, shall apply such Net Cash Proceeds at its option to any combination of the following: (A) Subject provided that no Default or Event of Default shall have occurred and be continuing, to Section 2.05(b)(ii)(B)substitute one or more Substitute Vessels and Related Assets, if (1) any Covenant Entity Disposes or all of the Capital Stock of any property Person owning one or assets more Substitute Vessels (and to make any Permitted Repairs with respect thereto) for the affected Collateral Vessel and make each such Substitute Vessel subject to a Ship Mortgage pursuant to Section 7.05(h)which the Collateral Agent shall obtain a Lien, on a first-priority basis, on such Substitute Vessel for the benefit of itself, the Administrative Agent, the Lenders and the holders of other Pari Passu Obligations; (i)B) provided that no Default or Event of Default shall have occurred and be continuing, (n), (o)(y) (to make any Permitted Repairs with respect to the extent provided thereunderaffected Collateral Vessel; or (C) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, to prepay Loans in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal 4.03. (iii) A binding commitment to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such apply Net Cash Proceeds from an Event of Loss (such percentage, other than an Event of Total Loss) in accordance with Sections 4.02(a)(ii)(A) or (B) above shall toll the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with 180-day period in respect to such portion of such Net Cash Proceeds for a period not to exceed 180 days from the expiration of the aforementioned 180-day period so long as such Net Cash Proceeds are actually used within the later of 180 days from their receipt from such Event of Loss and 180 days from the date of such binding commitment. (iv) Any Net Cash Proceeds that have not been previously applied or invested as provided in Section 4.02(a)(ii) will constitute "Excess Loss Proceeds". When the aggregate amount of Excess Loss Proceeds exceeds $10,000,000, the Borrower shall, or shall cause the applicable Borrower Subsidiary Guarantor to, within five Business Days thereof, prepay the Loans in an amount equal to such Excess Loss Proceeds. (b) No later than the second Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from the Incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than with respect to any Permitted Debt), the Borrower shall have, on or prior prepay the Loans in an amount equal to 100% of the Net Cash Proceeds of such date, given written notice to the Administrative Agent of its intent to reinvest Indebtedness in accordance with Section 2.05(b)(ii)(B4.03. (c) (which notice may only be provided if no Event The Borrower shall, or shall cause the applicable Borrower Subsidiary Guarantor to, prepay the Loans in an amount equal to 100% of Default has occurred and is then continuingExcess Asset Sale Proceeds in accordance with Section 7.22(d). (d) All prepayments pursuant to this Section 4.02 shall be without premium or penalty except as provided in Section 2.15.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required Subject to be delivered pursuant to Section 6.01(aclause (ii) below, if (A) any Note Party or any Subsidiary thereof Transfers any assets or property (other than any Transfer permitted by clauses (i) through (iv) of Section 7(t)) or (B) any Insurance/Condemnation Event in respect of any assets or property of any Note Party or any Subsidiary thereof occurs, in each case which results in the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) realization or receipt by a Note Party or any Subsidiary thereof of the Nexstar Credit AgreementNet Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of such realization or receipt by such Note Party of such Net Proceeds, an aggregate principal amount of Term Loans allocated by the Nexstar Borrower Notes in an amount equal to the Borrower100% of all such Net Proceeds realized or received. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property So long as no Default or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing, with respect to any Net Proceeds realized or received with respect to any Insurance/Condemnation Event, at the option of the Borrower, the applicable Note Party or Subsidiary may reinvest an amount equal to all or any portion of such Net Proceeds to replace the assets or property subject to such Insurance/Condemnation Event (which assets or property may, for the avoidance of doubt, be replaced with assets or property that are substantially similar to such assets or property subject to such Insurance/Condemnation Even) within (A) six (6) months following receipt of such Net Proceeds or (B) if the applicable Note Party or Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds to replace such assets or property within six (6) months following receipt thereof, ninety (90) days after the six (6) month period that follow receipt of such Net Proceeds; provided that if any Net Proceeds are not so reinvested by the deadline specified in clause (A) or (B) above, as applicable, or if any such Net Proceeds are no longer intended to be or cannot be so reinvested, any such Net Proceeds shall be applied to the prepayment of the Notes as set forth in Section 2(c)(i). (iii) At any time when (A) the Company has, for any calendar month positive net cash flow from operations or (B) any Note Party or any Subsidiary thereof receives swing-lid insurance proceeds or proceeds from employee retention credits, then the Company shall within one (1) Business Days of such Business Day prepay the Obligations under this Note in an amount equal to the amount of such positive net cash flow from operations or by the full amount of such proceeds received as contemplated by clause (B), as applicable; provided however, that no prepayment shall be required under this clause (iii) until the $500,000 of Indebtedness borrowed under the ABL Debt Documents concurrently with the issuance of the Fourth Option Notes shall have been repaid in full.

Mandatory Prepayment. (i) Within five Business Days after Subject to the date financial statements are required to be delivered pursuant to terms of Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement5.03(c), the Borrower shall cause be obligated to be prepaid an aggregate prepay the principal of the Guaranteed Credits, together with accrued interest on the principal amount of Term the Guaranteed Credits so prepaid and all other amounts then due to Ex-Im Bank, the Lender and the other Financing Parties under this Agreement, the Guaranteed Note(s) and the other Financing Documents, including, without limitation, break funding costs and prepayment premium, if any, as follows: (i) upon the occurrence of any Casualty Event affecting the Phase II Facilities, the Loans allocated by shall be prepaid on the Nexstar Borrower date falling six (6) months after the occurrence of such Casualty Event from (and in the amount of) any Casualty Proceeds therefrom not applied within six (6) months from the date of the occurrence of such Casualty Event to the restoration or repair of the Phase II Facilities; provided, however, that if the Borrower repairs, rebuilds or restores the Phase II Facilities, the obligation to prepay the Loans pro rata from the Casualty Proceeds shall arise only following completion of such repair, rebuilding or restoration and only to the extent of the remaining amount of Casualty Proceeds received by or on account of the Borrower.; (ii) upon the occurrence of any Total Event of Loss, the Loans shall be repaid immediately upon the Borrower’s receipt of the relevant funds from (and in the aggregate amount of) any related insurance proceeds received by the Borrower; (iii) in the event the Phase II Partial Completion Date does not occur by the Date Certain, the Loans shall be repaid in full as promptly as practicable and in no event later than October 15, 2010; and (iv) in the event Temasek shall fail to maintain at any time, directly or indirectly, (A) Subject to Section 2.05(b)(ii)(BControl of the Borrower, or (B) an ownership interest in the Borrower’s Capital Stock of less than thirty percent (30%), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Arepaid in full on the date falling thirty (30) with respect to such portion days after the occurrence of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)event.

Mandatory Prepayment. (a) Subject to the Intercreditor Agreement, the Borrowers shall be required to prepay the Loans: (i) Within five Business Days after upon receipt by any of the date financial statements are Borrowers of Insurance Proceeds, as required to be delivered pursuant to Section 6.01(aSections 8.07(d)(ii) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a(e) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.(Insurance and Condemnation Proceeds Accounts); (ii) upon receipt by any of the Borrowers of Condemnation Proceeds, as required pursuant to Sections 8.07(d)(ii) and (Ae) Subject to Section 2.05(b)(ii)(B(Insurance and Condemnation Proceeds Accounts), if ; (1iii) any Covenant Entity Disposes upon receipt of any property or assets Project Document Termination Payments, as required pursuant to Section 7.05(h), (i), (n), (o)(y8.08(c)(ii) (to Extraordinary Proceeds Account); (iv) upon receipt of proceeds of any asset disposal (other than proceeds received from the extent provided thereundersale of Products) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, that are not used for replacement in accordance with Section 2.05(b)(ii)(C7.02(f)(i) (Negative Covenants – Asset Dispositions), of an aggregate principal amount of Term Loans equal as required pursuant to Section 8.08(b)(ii) (Extraordinary Proceeds Account); and (v) on each Monthly Date, as required pursuant to Section 8.03(b)(xviii) (Revenue Account). (b) The Borrowers shall provide Administrative Agent (which shall promptly provide such notice to the percentage represented by the quotient of Lenders) with not less than four (x4) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount Business Days’ notice of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like intended prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect 3.08, such notice to such portion specify the date and amount of such Net Cash Proceeds that intended prepayment. All prepayments under this Section 3.08 shall be made by the Borrower shall have, on or prior to such date, given written notice Borrowers to the Administrative Agent for the account of its intent the applicable Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to reinvest in accordance with but excluding the date of payment and by any additional amounts required to be paid under Section 2.05(b)(ii)(B) 4.05 (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. Subject to the third sentence of this Section 2(c), if United sells, directly or indirectly, (i) Within five Business Days after the date financial statements are required any New UPC Common Stock or assets sold by UPC to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementUnited, the Borrower shall cause to be prepaid an aggregate principal amount purchase of Term Loans allocated by which New UPC Common Stock or assets was taken into account for purposes of calculating the Nexstar Borrower to the Borrower. Deferral Amount (any such New UPC Common Stock or assets, "DEFERRAL AMOUNT PROPERTY") or (ii) any Non-Cash Consideration (as defined below) that (A) Subject to Section 2.05(b)(ii)(Bconstitutes proceeds (in one transaction or a series of transactions) of Deferral Amount Property and (B) was received in a Qualifying Sale (as defined below) (any such Non-Cash Consideration, "QUALIFYING Proceeds"), United shall, within two Business Days following such sale, make a prepayment of the Notes in an amount equal to the net proceeds of such sale. For purposes of calculating the amount of such net proceeds, if any consideration received in such sale consists of consideration other than cash such consideration shall be valued at its fair market value at the time of the consummation of such sale. If a sale of Deferral Amount Property or Qualifying Proceeds has been approved by the required vote of the Board of Directors of United and the affirmative vote of a majority of the Class C Directors (1as defined in the Restated Certificate of Incorporation of United) any Covenant Entity Disposes or, if there are no Class C Directors at the time of any property or assets pursuant to Section 7.05(hsuch approval, of the Liberty Directors (as defined in the Standstill Agreement, dated January 30, 2002, among United, Liberty, Liberty Global, Inc. and Liberty UCOMA, LLC) (such a sale, a "QUALIFYING SALE"), (i), (n), (o)(y) (United shall not be required to make such a prepayment of the Notes to the extent provided thereunder) that the consideration received in such Qualifying Sale consists of consideration other than cash or Cash Equivalents (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C"NON-CASH CONSIDERATION"), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required . Any prepayments pursuant to this Section 2.05(b)(ii)(A2(c) with respect to such portion of such Net Cash Proceeds that shall be credited first toward interest then accrued on the Borrower Notes and the remainder, if any, shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)credited toward principal.

Mandatory Prepayment. disposals (a) Subject to paragraphs (c) below and (d) below, the Company must ensure that an amount equal to the US Dollar Equivalent (calculated at the date of payment) of the Net Proceeds of a disposal of any Material Asset is applied in prepayment of any outstanding Loans. (b) Any prepayment of a Loan must be made either on or before the last day of an Interest Period for the relevant Loan during which the proceeds of the relevant disposal were received by the Group or, at its election, paid into the Holding Account pursuant to Clause 7.5 (Holding Account). (c) Paragraph (a) shall not apply: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower where (but only to the Borrower.extent that) the proceeds of such disposal constitute Trapped Cash; or (ii) where (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (but only to the extent provided thereunderthat) or the relevant member of the Group is contractually required by the terms (o)(zin force as at the date of this Agreement) or of any arrangement providing for Financial Indebtedness to apply any amount of these proceeds in repayment of any Financial Indebtedness under that arrangement. (2d) any Casualty Event occurs, which If at the time of making the relevant disposal the Company has notified the Facility Agent that an amount of the Net Proceeds are to be applied within 90 days of the receipt thereof in the aggregate results in acquisition of other assets comparable or superior as to type, value or quality, it must pay (or procure the realization or payment of) an amount equal to the US Dollar Equivalent (calculated at the date of payment) of that amount into the Holding Account following receipt of the relevant Net Proceeds by such Person of Net Cash Proceeds, the Borrower Group (which amount shall make a prepayment, be available for withdrawal in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(BClause 7.5(c) (which notice may only be provided if no Event of Default has occurred and is then continuingHolding Account)). (e) The Company shall use all commercially reasonable endeavours to make all Net Proceeds required to be prepaid under this Clause 7.4 available in a manner which would not result in these proceeds constituting Trapped Cash.

Mandatory Prepayment. The outstanding Term Loans shall be subject to prepayment as follows: (i) Within five If Group or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale described in Section 7.4(b) or Section 7.4(j) or any Property Loss Event, the Borrowers shall apply an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.9(d) on or prior to the date which is ten (10) Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by of such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.9(a) with respect to such Net Cash Proceeds (w) that Group or any Subsidiary shall reinvest in accordance with Section 2.9(a)(ii), (x) that constitute Net Cash Proceeds attributable to ABL Priority Collateral, (y) to the extent the aggregate amount of such Net Cash Proceeds received during any Fiscal Year is less than $10,000,000 or (z) that are attributable to any Foreign Subsidiary to the extent the Borrowers have determined in good faith that the repatriation of such Net Cash Proceeds would result in adverse tax consequences to Group or any of its Subsidiaries; and (ii) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Property Loss Event which are required to be applied for repayments pursuant to Section 2.9(a)(i), at the option of the Borrowers, the Borrowers or any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful in the Borrowers’ or a Subsidiary’s business (including, without limitation, for the consummation of a Permitted Acquisition) within (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrowers or a Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, within six months following the last day of such twelve month period; provided that any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be applied as set forth in Section 2.9(a)(i) (without regard to clause (w) of the proviso thereto) within five Business Days after the end of the applicable time period set forth above. (b) If on any date Group or any of its Subsidiaries shall have received Net Cash Proceeds from any Refinancing Term Loans, Refinancing Debt or Indebtedness of Group or any of its Subsidiaries that is not permitted under Section 7.1, the Borrowers shall apply an amount equal to 100% of such Net Proceeds within three Business Days after such date toward the prepayment of Term Loans as set forth in Section 2.9(d); and (c) If, for any Fiscal Year of the Borrowers commencing with the Fiscal Year ending December 29, 2012, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date (as defined below), apply an amount, if positive, equal to the excess of (i) the ECF Percentage of such Excess Cash Flow minus (ii) the principal amount of Term Loans optionally prepaid pursuant to Section 2.8 during such Fiscal Year toward the prepayment of the Term Loans as set forth in Section 2.9(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than June 30 of such Fiscal Year; provided that to the extent any amount of Excess Cash Flow would otherwise be required to be applied pursuant to this Section 2.9(c) and the Borrower determines in good faith that such amount would not have been required to be applied but for amounts attributable to Foreign Subsidiaries and that the Borrower repatriation of funds from such Foreign Subsidiaries in an amount sufficient to fund such portion of such required payment would result in adverse tax consequences to Group or any of its Subsidiaries, then such amount shall havenot be required to be applied to such prepayment pursuant to this clause (c); (d) Except to the extent that any Additional Credit Extension Amendment with respect to any Series of Term Loans provides that such Series of Term Loans shall participate on a less than pro rata basis with the Term Loans of any other specified Class and except as provided in clause (e) below, any prepayment of any Term Loans pursuant to Section 2.9(a) through (c) above shall be applied to repay Term Loans of each then outstanding Class on a pro rata basis. Any prepayment of any Class of Term Loans in accordance with the foregoing shall be applied first, to the remaining scheduled installments of principal of such Term Loans pursuant to Section 2.3 that are due within 24 months of such prepayment and thereafter to the remaining scheduled installments of principal of the Term Loans of such Class on a pro rata basis. Subject to the foregoing, outstanding Alternate Base Rate Loans of any Class shall be prepaid before outstanding Eurodollar Loans of such Class are prepaid; (e) Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event the Borrowers are required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans pursuant to clause (a) or (c) of this Section 2.9, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrowers are required to make such dateWaivable Mandatory Prepayment, given the Borrowers shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount; provided, however, that no Lender shall have the option to refuse the amount of any Waivable Mandatory Prepayment without the prior written consent of the Borrowers. Each such Lender may exercise such option by giving written notice to the Borrowers and Administrative Agent of its election to do so on or before the third (3rd) Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrowers and the Administrative Agent of its intent election to reinvest exercise such option on or before the third (3rd) Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrowers shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied and/or retained (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Term Loans in accordance with Section 2.05(b)(ii)(B2.9(d)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option (the “Declined Amount”), which notice may only Declined Amount shall be provided if no Event of Default has occurred and is then continuing)retained by the Borrowers.

Mandatory Prepayment. equity or debt issue (a) In this Clause 7.3: (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(aany Accretive Acquisition(s) (including any reasonable costs and expenses incurred by any member of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant in relation to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.such Accretive Acquisition(s)); and/or (ii) accretive asset management activities in relation to the real property assets of the Group; expenses incurred or reasonably reserved by any member of the Group in connection with that relevant issue; and (A) Subject to Section 2.05(b)(ii)(B), if (1a) any Covenant Entity Disposes issue, sale or public offering of any property or assets pursuant to Section 7.05(h), equity security (i), (n), (o)(yincluding any preference share) (to the extent provided thereunder) or other than an Accretive Equity Financing); (o)(z) or (2b) any Casualty Event occurs, which public or private bond or other capital markets issue; or (c) any raising of debt in the aggregate results in the realization or receipt by such Person loan markets (including syndicated and bilateral loans) (other than any Financial Indebtedness which is permitted under Clause 20.8 (Financial Indebtedness) (excluding any Financial Indebtedness which is permitted under paragraph (b)(iv) of Net Cash Proceeds, the Borrower shall make a prepayment, Clause 20.8 and which is required to be applied in accordance with Section 2.05(b)(ii)(Cthis Clause 7.3)). (b) If any member of the Groups receives any net cash proceeds, the Company shall: (i) immediately notify the Agent; and (ii) procure that an amount equal to such net cash proceeds is applied towards prepaying the Loans at the times and in the order specified in paragraph (c) below. (c) Any prepayment under this Clause 7.3 shall be made on or before the date ten Business Days after receipt of an aggregate principal the net proceeds. (i) firstly, towards prepayment of the Facility A Loans in whole or part; and (ii) secondly, following prepayment in full of the Facility A Loan, towards prepayment of the Facility B Loans in whole or part. (iii) thirdly, following prepayment in full of the Facility B Loans, in cancelling Commitments in accordance with paragraph (g) of Clause 7.8 (Restrictions). If the amount to be applied in prepaying the Loans is more than the amount of Term Loans (if any) then outstanding, the Commitments will be automatically cancelled in an amount equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)excess.

Mandatory Prepayment. (a) The Company shall ensure that the Borrowers prepay Utilisations in the following amounts at the times and (where relevant) in the order of application contemplated by paragraph 3 (Application of mandatory prepayments): (i) Within five the amount of Claim Proceeds; (ii) the amount of Disposal Proceeds; (iii) the amount of Eminent Domain Proceeds; (iv) the amount equal to 50% of Equity Issuance Proceeds; (v) the amount of Debt Issuance Proceeds; (vi) the amount of Insurance Proceeds; (vii) the amount of Termination Proceeds; and (viii) amounts equal to the following amounts of Excess Cashflow: (1) where the conditions set out in Part B of Schedule 2 (Conditions Precedent) have not been satisfied or waived on or prior to the Relevant Date, 100% of Excess Cashflow for each quarter commencing with the quarter in which the Relevant Date occurs; or (2) for each quarter commencing on the first Quarter Date falling not less than one full Financial Quarter after the date on which Practical Completion and satisfaction of Opening Conditions in relation to the City of Dreams Project occurs, the percentage of Excess Cashflow set out opposite the range within which Leverage as at each Quarter Date falls: Equal to or less than 2.50:1 25% Equal to or less than 4.00:1 but greater than 2.50:1 50% Greater than 4.00:1 75% (b) If the conditions set out in Part B of Schedule 2 (Conditions Precedent) have not been satisfied or waived on or prior to 31 December 2009, the Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable. (c) If all or substantially all of the City of Dreams Project or the Crown Macau Project is lost, damaged or destroyed or determined by any relevant Insurer to be a constructive total loss, the Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Document, shall become immediately due and payable upon the earlier of: (i) receipt of Insurance Proceeds in respect of such loss, damage or destruction; and (ii) the date falling 10 Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementon which such loss, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrowerdamage or destruction occurs. (iid) If all or substantially all of the business and assets of the Group or all the Relevant Obligors and/or comprised in any of the Crown Macau Project or the City of Dreams Project are sold or otherwise disposed of, the Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Document, shall become immediately due and payable. (Ae) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes If a Change of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event Control occurs, which in the aggregate results in Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the realization or receipt by such Person of Net Cash ProceedsFinance Document, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time become immediately due and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion payable within two Business Days of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent Change of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Control.

Mandatory Prepayment. Except for any transaction set forth on Schedule 2(e), during the term of the Note, (i) Within five Business Days after in the date financial statements are required event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to be delivered pursuant to Section 6.01(aor greater than $5,000,000 (a “Qualified Offering”) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. or (ii) in the event that the Company consummates a private or public offering or other financing or capital-raising transaction of any kind, including the receipt of funds pursuant to a repayment from a related party of promissory notes issued to such entity (A) Subject to Section 2.05(b)(ii)(Beach a “Non-Qualified Offering”), if at any time upon ten (110) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given days written notice to the Administrative Agent Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder, from up to 100% of its intent the proceeds from such Qualified Offering or from up to reinvest 25% of the proceeds of such Non-Qualified Offering, as applicable, of an amount in accordance with Section 2.05(b)(ii)(Bcash as follows: (A) if the Company is required to prepay the Note at any time within the initial thirty (which 30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the outstanding principal amount to the date of mandatory prepayment (the “Mandatory Prepayment Date”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (E) if the Company is required to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice may only be provided if no Event of Default has occurred and the mandatory prepayment is then continuing)given until the date of the mandatory prepayment.

Mandatory Prepayment. (1) In the event (i) Within five Business Days after of a Transfer of Equity Interests in, or a change in control of, Lazard Freres REI, or (ii) of a change in the date financial statements are general partner of any of LFSRI II, LFSRI II Alternative and LFSRI-CADIM, or (iii) that LFSRI II, LFSRI II Alternative and LFSRI-CADIM cease to own and control, directly or indirectly, (y) 100% of the Equity Interests in the Senior Quarters Borrower or (z) 100% of the common stock in the LFSRI II Borrower, the entire Indebtedness shall become immediately due and payable, together with the Exit Additional Interest Payment and any applicable Prepayment Premium. (2) Except with respect to a Permitted Transfer, in the event of a Transfer of the Equity Interests held directly or indirectly by the Fund in any member of the Borrower Control Group or any Operating Company (any such Transfers to be made only in an arm's-length transaction to a bona fide third party purchaser for fair market value), a portion of the Indebtedness shall become due and payable as hereinafter set forth. Other than with respect to a Transfer of the Equity Interests held directly or indirectly by the Fund in AAC III, the Destination Entities or Cliveden (a Transfer of such Equity Interests in AAC III, the Destination Entities or Cliveden being hereinafter referred to as an "AACDEC TRANSFER"), the amount of the Indebtedness required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower so prepaid shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower equal to the Borrower. lesser of (i) the Release Amount with respect to such Transfer, and (ii) the outstanding Indebtedness. In the event of a Transfer of the direct or indirect Equity Interests of Borrower or a member of the Borrower Control Group in (Ai) Subject AAC III, a portion of the Indebtedness in an amount equal to Section 2.05(b)(ii)(B), if the lesser of (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)$10,000,000 (unless, (i), (n), (o)(yy) (such Transfer occurs prior to the extent provided thereunderUnfunded Commitment Termination Date, the Unfunded/Unreserved Loan Amount is $10,000,000 or more and Borrower simultaneously therewith notifies Lender in writing of its election to irrevocably waive its right to receive an advance of a portion of the Unfunded/Unreserved Loan Amount in the amount of $10,000,000 (in which case the Loan Amount shall be deemed to be reduced by $10,000,000 and no portion of the Indebtedness shall become due and payable) or (o)(zz) or there has been a Deemed Loan Amount Reduction, in which case the amount, if any, by which $10,000,000 exceeds the Deemed Loan Amount Reduction), and (2) the outstanding Indebtedness, shall become immediately due and payable, and Lender shall not be permitted to reject such prepayment and (ii) Cliveden or the Destination Entities, no portion of the Indebtedness shall become due and payable. In the event that any Casualty Event occurs, which Transfer of assets of an Operating Company in the aggregate results nature of a capital transaction, or any other non-recurring event (whether in the realization one transaction or receipt by a series of transactions) yields to such Person Operating Company amounts used to pay Dividends and Distributions to Borrower or any member of Net Cash Proceeds, the Borrower Control Group, then a portion of the Indebtedness shall make a prepayment, become immediately due and payable in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient lesser of (x) the Outstanding Amount amount by which such Dividends and Distributions exceeds the sum of Term Loans at (i) the amount of Cost Exclusions resulting from the Transfer giving rise to such time divided by Dividends and Distributions, and (ii) amounts payable under the Senior Loan, if any, and (y) the sum of the Outstanding Amount of the Term Loans at outstanding Indebtedness. Any pre-payment hereunder shall be made only with thirty (30) days' prior written notice (which notice may be revoked by Borrower as long as such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time notice specifies that it is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment revocable). Borrower shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest make mandatory prepayments in accordance with Section 2.05(b)(ii)(B6(b) of the Deposit Account Agreement. (3) Notwithstanding anything to the contrary contained in subsection (2) above (other than clause (i) of the third sentence of subsection (2) above), Lender shall have the right, in its sole discretion, at any time during the Closed Period, to reject all or any portion of any prepayment contemplated by subsection (2) above, in which notice may only event Borrower shall have no right or obligation to prepay the amount so rejected by Lender (but Borrower shall not thereby be provided released from the obligation to make further prepayments hereunder); PROVIDED, HOWEVER, that if such rejected prepayment relates to a Transfer of Equity Interests which is other than an AACDEC Transfer, then from and after such rejection, (1) all references to the term "Debt Service Coverage Ratio" and "Debt Service Achievement" shall no Event longer be applicable and all provisions in the Loan Documents referencing such definitions shall be deemed to be deleted, (2) the minimum amount contained in the "Net Cash Flow" covenant contained in Section 5.1(s) shall be reduced by the Net Cash Flow Rejection Factor and (3) the minimum amount contained in the "Net Equity Value" covenant contained in Section 5.1(t) shall be reduced by the Net Equity Value Rejection Factor; PROVIDED, FURTHER, that in the event that the rejection of Default has occurred any such prepayment by Lender pursuant to the foregoing provision would result in Borrower being in default (including any default that, but for the passage of time, would occur in close proximity to the rejection of such prepayment and is then continuing)assuming that no other circumstances would independently give rise to a default) under this Agreement, Lender shall not be permitted to reject such prepayment unless Lender waives the default resulting therefrom, which waiver shall be in form and substance satisfactory to Lender and shall also contain a release of Borrower and its affiliates from any liability resulting from or caused by Lender's rejection of such prepayment.

Mandatory Prepayment. (i) Within five Business Days In addition to reductions of the Revolving Credit Facility effected under Section 2.7 from and after the date financial statements are required to be delivered pursuant to Section 6.01(a) receipt by the Borrower of $8,000,000 of the Nexstar Credit Agreement and Net Proceeds from the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementAsset Dispositions described on Schedule 2.14, the Borrower shall make, or shall cause each applicable Subsidiary to be prepaid an aggregate principal amount make, unless the Lenders agree otherwise, a prepayment of Term Loans allocated the Revolving Credit Facility from the proceeds of (i) each private or public offering of equity securities of the Parent or any Subsidiary (other than securities issued by the Nexstar Borrower Parent or a Subsidiary) in an amount equal to fifty percent (50%) of the Borrower. Net Proceeds of each issuance of equity securities of the Parent or any Subsidiary (including without limitation any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities), (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes the issuance of any property or assets pursuant Indebtedness for Money Borrowed permitted by the Required Lenders, in an amount equal to one hundred percent (100%) of the Net Proceeds from the issuance of such Indebtedness excluding Indebtedness permitted to be issued under Section 7.05(h9.5(d), (if) and (g), and (n)iii) each Asset Disposition permitted under Section 9.6 in an amount equal to one hundred percent (100%) of the Net Proceeds of such Asset Disposition, (o)(y) (each such prepayment to the extent provided thereunder) or (o)(z) or be made simultaneously with receipt of such proceeds and upon not less than two (2) any Casualty Event occursBusiness Days' written notice to the Agent, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower notice shall make include a prepayment, in accordance with Section 2.05(b)(ii)(C), certificate of an aggregate principal amount of Term Loans equal to Authorized Representative setting forth in reasonable detail the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and calculations utilized in computing the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required prepayment. All mandatory prepayments made pursuant to this Section 2.05(b)(ii)(A2.14 shall be applied to permanently reduce the Outstandings and the Total Revolving Credit Commitment. (g) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice A new Section 4.4 is hereby added to the Administrative Agent of its intent to reinvest in accordance with Agreement which Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).shall read as follows:

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower[Reserved]. (ii) [Reserved]. (Aiii) Subject to Section 2.05(b)(ii)(B), if Within three (13) Business Days of the receipt by any Covenant Entity Disposes Loan Party or any of its Subsidiaries of any property or assets pursuant Extraordinary Receipts relating to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash ProceedsCollateral Property, the Borrower shall make a prepayment, prepay the outstanding principal of the Loans in accordance with Section 2.05(b)(ii)(C), of 2.05(c) in an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 100% of the Outstanding Amount of the Term Loans at Net Cash Proceeds received by such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time Person in connection therewith; provided, that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall not be required pursuant to this Section 2.05(b)(ii)(A) with respect be so used to such portion of such Net Cash Proceeds that prepay the Borrower shall have, on or prior to such date, given written notice Obligations to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(Bextent that (A) (which notice may only be provided if no Default or Event of Default has occurred and is then continuingcontinuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within five (5) days after such Extraordinary Receipt stating that such Net Cash Proceeds shall be used to replace, repair, restore or improve such Collateral Property within a period specified in such certificate not to exceed one hundred eighty (180) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Agreement, and (D) such Net Cash Proceeds are used to replace, repair, restore or improve such Collateral Property prior to the period specified in the certificate furnished pursuant to clause (B) above. Notwithstanding the foregoing, upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above and (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance herewith.

Mandatory Prepayment. In the event that the provisions of Section 6.1 become applicable or any Compensating Amount becomes payable to the Lender pursuant to Section 6.2, the Borrower may, at its own expense and in its sole discretion terminate the Commitment of the Lender and prepay all Outstanding Principal Obligations to the Lender (in the case of Outstanding Principal Obligations in respect of any BA Advance, discounted for the period to the maturity of the Bankers’ Acceptances outstanding in respect of such BA Advance at the Canada Treasury Bxxx Rate for such discount calculation period in effect on the date of such prepayment); provided that (a) the Borrower shall have paid to the Lender (i) Within five Business Days after the Outstanding Principal Obligations in respect of (in the case of Outstanding Principal Obligations in respect of any BA Advance, discounted as above provided) and interest accrued to the date financial statements are required to be delivered of such payment on the Advances made by the Lender hereunder, (ii) any Compensating Amount payable pursuant to Section 6.01(a6.2, (iii) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered any additional amounts payable pursuant to Section 6.02(a11.7, (iv) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower Standby Fees accrued to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes date of any property or assets suspension of all Types of Advances pursuant to Section 7.05(h)6.1 or the date of such payment, whichever is earlier, and (i), v) all other amounts (n), (o)(yexcluding Standby Fees) (owed to the extent provided thereunderLender hereunder, and (b) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum termination of the Outstanding Amount Commitment of the Term Loans at such time Lender and the amount prepayment of Advances is not prohibited by any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Legal Requirement.

Mandatory Prepayment. (i) Within five Business Days after The Borrower will immediately prepay the date financial statements Revolving A Loans at any time when the aggregate principal amount of all outstanding Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving A Credit Commitment and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Loans or Letter of Credit Obligations are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementoutstanding, the Borrower shall cause hereby be deemed to be prepaid an represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of Term all Loans allocated by and Letter of Credit Obligations outstanding on such day. If at any time after the Nexstar Borrower have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base. (ii) (A) Subject The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Loans in accordance with Section 4.04; subject, however, to Section 2.05(b)(ii)(B2.05(d), if . (1iii) Promptly (but in any Covenant Entity Disposes event within three (3) Business Days) following receipt of the Net Cash Proceeds of any property Disposition by any Loan Party or assets its Subsidiaries pursuant to Section 7.05(h7.02(c)(ii), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate prepay the outstanding principal amount of Term the Loans in an amount equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion 100% of such Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the Borrower shall have, on or prior to such date, given written notice aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) for all such Dispositions shall exceed $350,000 since the Effective Date. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its intent Subsidiaries to reinvest make a Disposition of any property other than in accordance with Section 2.05(b)(ii)(B7.02(c)(ii). (iv) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e) and (h) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (excluding the sale or issuance by the Parent of any shares of its Capital Stock to (x) a Sponsor and (y) any member of the Parent's management), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans (except to the extent such Extraordinary Receipts constitute insurance proceeds relating to the Inventory or Accounts, in which notice may only case the Extraordinary Receipts allocable in such assets shall be provided if applied, first, to the Revolving A Loans and, second, to the Revolving B Loans) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided, however, that (A) so long as no Default or an Event of Default has occurred and is then continuing, on the date such Person receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any property or assets, such Extraordinary Receipts received by the Loan Parties may, at the option of the Borrower, be applied to repair or restore such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Loan Party for the property or assets so disposed, provided, that (x) the Collateral Agent for the benefit of the Agents and the Lenders has a first-priority Lien (subject to Permitted Liens) on such replacement (or repaired or restored) property or assets and (y) the Borrower delivers a certificate to the Agents within twenty (20) days after the date of receipt of such Extraordinary Receipts stating that such Extraordinary Receipts shall be used to repair or restore such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any Loan Party within one hundred eighty (180) days after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended) and (B) if all or any portion of such Extraordinary Receipts are not so used within the 180-day period, the Administrative Agent shall apply such unused Extraordinary Receipts to prepay the Loans in accordance with this subsection (c)(v). Pending such reinvestment, the Extraordinary Receipts shall be applied as a prepayment of Loans but not as a permanent reduction in the Total Revolving Credit Commitment.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $100,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) The Borrower shall prepay $1,000,000 in aggregate principal amount of the Loans on the date upon which the CIT Credit Agreement becomes effective with a portion of the proceeds of the Trust Note. (b) The Borrower shall prepay $500,000 in aggregate principal amount of the Loans on August 1, November 1, February 1 and May 1 of each year, beginning August 1, 2003. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary from any refinancing of any Real Property Collateral (as defined in the CIT Credit Agreement) in a transaction permitted under Section 9.9(q) of the CIT Credit Agreement (after giving effect to any amendments and waivers thereto), the Borrower shall substantially simultaneously apply such Net Proceeds to prepay the Loans in an amount equal to 50% of such Net Proceeds, but only so long as (i) Within five Business Days no Default or Event of Default (each as defined in the CIT Credit Agreement) shall then exist or would occur after giving effect thereto; provided, however, that the condition set forth in this clause (i) shall not, in and of itself, serve to excuse the making of a payment under this Section 2.04(c) for more than 180 days and (ii) Net Proceeds from any refinancings of any Real Property Collateral (as defined in the CIT Credit Agreement) in transactions permitted under Section 9.9(q) of the CIT Credit Agreement (after giving effect to any amendments and waivers thereto) shall first have been applied (or, if such application is not permitted under the CIT Credit Agreement, shall be available for application subject only to the obtaining of any necessary consent of the lenders under the CIT Facility) to prepay (A) first, the then outstanding Real Estate Loans (as defined in the CIT Credit Agreement) or until all amounts outstanding with respect thereto up to $7,500,000 have been paid in full, (B) second, the other Obligations (as defined in the CIT Credit Agreement) then outstanding in an amount equal to (1) $7,500,000 minus (2) the aggregate amount repaid under clause (A) above, and (C) third, the other Obligations (as defined in the CIT Credit Agreement) then outstanding in an amount equal to 50% of such Net Proceeds in excess of $7,500,000. If the conditions to payment set forth in this paragraph are not satisfied on the date any prepayment required under this paragraph would otherwise be payable, such prepayment shall be deferred until the first date on which such conditions are satisfied. (d) In the event and on the occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary from any sale of the Real Property Collateral (as defined in the CIT Credit Agreement) in a transaction permitted under Section 9.7(b) (x) of the CIT Credit Agreement (after giving effect to any amendments and waivers thereto), the Borrower shall substantially simultaneously apply such Net Proceeds to prepay the Loans in an amount equal to 50% of such Net Proceeds, but only so long as (i) no Default or Event of Default (each as defined in the CIT Credit Agreement) shall then exist or would occur after giving effect thereto; provided, however, that the condition set forth in this clause (i) shall not, in and of itself, serve to excuse the making of a payment under this Section 2.04(d) for more than 180 days; (ii) Excess Availability (as defined the CIT Credit Agreement) shall have been or shall be, as the case may be, $25,000,000 or greater (A) at all times during the 90-day period immediately preceding such payment and (B) after giving effect to such payment; and (iii) Net Proceeds from sales of Real Estate Collateral shall have first been applied (or, if such application is not permitted under the CIT Credit Agreement, shall be available for application subject only to the obtaining of any necessary consent of the lenders under the CIT Facility) to prepay the then outstanding Obligations (as defined in the CIT Credit Agreement) in an amount equal to (A) $20,000,000 plus (B) 50% of such proceeds in excess of $20,000,000. If the conditions to payment set forth in this paragraph are not satisfied on the date any prepayment required under this paragraph would otherwise be payable, such prepayment shall be deferred until the first date on which such conditions are satisfied. (e) Not later than the date on which audited financial statements are required to be delivered for any fiscal year of the Borrower pursuant to Section 6.01(a) 9.6 of the Nexstar CIT Credit Agreement and Agreement, as incorporated by reference in Article IV hereof, the related Group Compliance Certificate has been delivered pursuant Borrower will prepay Loans in an aggregate principal amount equal to Section 6.02(a) 75% of the Nexstar positive Fixed Charge Coverage Amount, if any, for such fiscal year; provided, however, that such prepayment shall not be payable unless (i) no Default or Event of Default (each as defined in the CIT Credit Agreement) shall then exist or would occur after giving effect to such payment; provided, however, that the condition set forth in this clause (i) shall not, in and of itself, serve to excuse the making of a payment under this Section 2.04(e) for more than 180 days; and (ii) Excess Availability (as defined in the CIT Credit Agreement) shall have been or shall be, as the case may be, $25,000,000 or greater (A) at all times during the 90-day period immediately preceding such payment (B) after giving effect to such payment, and (C) on a pro forma basis for the 12-month period following such payment, as determined by CIT, in its sole discretion, based upon its review of the Borrower's consolidated and consolidating financial projections for such period provided to CIT upon the Borrower's request to make such payment. If the conditions to payment set forth in this paragraph are not satisfied on the date any prepayment required under this paragraph would otherwise be payable, such prepayment shall be deferred until the first date on which such conditions are satisfied. (f) At the time of each prepayment required under this Section, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower deliver to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes Agent a certificate signed by an authorized representative of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, setting forth in accordance with Section 2.05(b)(ii)(C), reasonable detail the calculation of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment prepayment. All prepayments under this Section shall be required pursuant subject to this Section 2.05(b)(ii)(A2.06, but otherwise without premium or penalty, and shall be accompanied by accrued interest on the principal amount being prepaid to (but not including) with respect to such portion the date of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)prepayment.

Mandatory Prepayment. (i) Within five Business Days after Subject to the date financial statements are required to be delivered pursuant to terms of Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement5.03(c), the Borrower shall cause be obligated to be prepaid an aggregate prepay the principal of the Guaranteed Credits, together with accrued interest on the principal amount of Term the Guaranteed Credits so prepaid and all other amounts then due to Ex-Im Bank, the Lender and the other Financing Parties under this Agreement, the Guaranteed Note(s) and the other Financing Documents, including, without limitation, break funding costs and prepayment premium, if any, as follows: (i) upon the occurrence of any Casualty Event affecting the Fab 7 Plant, the Loans allocated by shall be prepaid on the Nexstar Borrower date falling six (6) months after the occurrence of such Casualty Event from (and in the amount of) any Casualty Proceeds therefrom not applied within six (6) months from the date of the occurrence of such Casualty Event to the restoration or repair of the Fab 7 Plant; provided, however, that if the Borrower repairs, rebuilds or restores the Fab 7 Plant, the obligation to prepay the Loans pro rata from the Casualty Proceeds shall arise only following completion of such repair, rebuilding or restoration and only to the extent of the remaining amount of Casualty Proceeds received by or on account of the Borrower.; (ii) upon the occurrence of any Total Event of Loss, the Loans shall be repaid immediately upon the Borrower's receipt of the relevant funds from (and in the aggregate amount of) any related insurance proceeds received by the Borrower; (iii) in the event the Phase I Partial Completion Date does not occur by the Date Certain, the Loans shall be repaid in full as promptly as practicable and in no event later than April 15, 2007; and (iv) in the event Temasek shall fail to maintain at any time, directly or indirectly, (A) Subject to Section 2.05(b)(ii)(BControl of the Borrower, or (B) an ownership interest in the Borrower's Capital Stock of less than thirty percent (30%), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(Arepaid in full on the date falling thirty (30) with respect to such portion days after the occurrence of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)event.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower The Company shall make a prepayment, mandatory prepayment of Obligations in accordance with Section 2.05(b)(ii)(C8.6 of the Purchase Agreement (which in certain instances includes a premium on the Notes) in an aggregate amount equal to (w) 100% of the aggregate amount of cash proceeds (and the fair market value of all other proceeds) (net of reasonable selling expenses, estimated taxes, any amounts applied to repay Indebtedness secured by such assets and any reserve for adjustment in respect of the sale price of the assets sold; it being understood that any reserves that are released shall become a part of the Net Proceeds and the Company shall be obligated to make a mandatory prepayment in an aggregate amount equal to the amount of such reserves at the time that such reserves are released), including by recovery of an insurance proceeds in excess of $100,000 (except to the extent that such insurance proceeds are promptly used to replace the assets giving rise to the insurance proceeds and BTFIC in its discretion (such discretion not to be unreasonable) determines to exclude such amounts from Net Proceeds), received or to be received by it or any Affiliate ("NET PROCEEDS") from any sale or disposition (whether voluntary or involuntary, including by casualty loss) or series of related sales or dispositions (other than sales of inventory in the ordinary course of business and sales expressly contemplated by the Post Merger Reorganization that do not give rise to any cash proceeds) of any assets of a Brazilian Entity or any equity interests of a Brazilian Entity, (x) 100% until the conditions set forth in Section 4.10 of the Purchase Agreement have been fully satisfied, and thereafter 50% (or 30% after the aggregate unpaid principal amount of Term Loans the Notes is less than $20,000,000) of the aggregate amount of Net Proceeds from any sale or disposition of any assets or equity interests ("LATIN AMERICAN NON-BRAZILIAN ASSETS") of a Latin American Non-Brazilian Entity remaining after subtracting from such Net Proceeds an aggregate amount, not to exceed $3,000,000 less the then outstanding amount of the BTCO Fee, which shall be re-invested in a Brazilian Entity and such amount will be used for no other purpose (and the holder of this Note has been provided satisfactory evidence to such effect and, in addition, no such reduction shall occur if the BTCO Fee has not been fully paid), and to the extent not already covered by clauses (w) and (x) above, (y) 100% of the aggregate amount of Dividends and intercompany Indebtedness paid by a Brazilian Holding Entity, and (z) 50% (or 30% after the aggregate unpaid principal amount of the Notes is less than $20,000,000) of the aggregate amount of Dividends and intercompany Indebtedness paid by a Latin American Non-Brazilian Entity. Notwithstanding the foregoing, in lieu of making a prepayment of the principal amount of the Notes as otherwise required above, upon concurrent notice to the holder hereof, and, if and only if, the conditions set forth in this subsection 2(c)(i) are fully satisfied and all Obligations other than the unpaid principal amount of the Notes have been paid in full, the Company may immediately deposit or cause to be deposited an aggregate amount equal to the percentage represented aggregate amount of its prepayment obligation into a bank account maintained with an entity designated by the quotient holder or holders of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum least a majority of the Outstanding Amount outstanding principal amount of the Term Loans at such time Notes (which entity may be an Affiliate of BTFIC) in which the holders of Notes have (and the amount Company has delivered satisfactory evidence to the holder hereof that the holders of any Notes have, which satisfactory evidence will include the delivery of an acceptable opinion to such effect, other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) than with respect to priority) a first priority Lien on such portion account and the funds contained therein, to be held as collateral for the prompt payment and performance of the Obligations (the "SALES RESERVE ACCOUNT"). Notwithstanding the foregoing, after the requirements set forth in Section 4.10 of the Purchase Agreement have been fully satisfied, any principal amounts held in the Sales Reserve Account in excess of the principal amounts that would be held in such Net Cash Proceeds that account had the Borrower requirements set forth in Section 4.10 been fully satisfied as of the date of issuance, shall have, on or prior to such date, given written notice be released from the Sales Reserve Account and delivered to the Administrative Agent of Company or its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)designee.

Mandatory Prepayment. (a) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.12(g); provided that, if (i) Within five Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied. (b) In the event and on each occasion that an Equity Issuance occurs (other than an Equity Issuance the proceeds of which are used to fund an Investment pursuant to Section 6.05(k), a Permitted Acquisition or Capital Expenditures), the Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Days Day next following) the occurrence of such Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans in accordance with Section 2.12(g). (c) No later than the 10 days after the date on which the financial statements with respect to such period are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement5.01(a), the Borrower Borrowers shall cause to be prepaid prepay outstanding Loans in accordance with Section 2.12(g) in an aggregate principal amount equal to 50% of Term Loans allocated by Excess Cash Flow for each fiscal year of Holdco, commencing with the Nexstar Borrower fiscal year ending December 31, 2008, provided that, with respect to any fiscal year, such percentage shall reduce to 25% if the BorrowerFirst Priority Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 2.25 to 1.00. (iid) (A) Subject to Section 2.05(b)(ii)(B), if (1) In the event that any Covenant Entity Disposes Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any property or assets Group Member (other than any Indebtedness for money borrowed permitted pursuant to Section 7.05(h6.03), the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.12(g). (e) Within five Business Days after any Net Cash Proceeds are received by or on behalf of any Group Member in respect of any Casualty Event, the Borrowers shall prepay outstanding Loans in accordance with Section 2.12(g) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that, if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect that (i) it intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or within 360 days after receipt by of such Person of Net Cash Proceeds, to repair, restore or replace the Borrower shall make a prepaymentproperty with respect to which such Net Cash Proceeds were received, (ii) if such property is to be replaced, the property acquired to replace it will be included in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal the Collateral at least to the percentage represented by extent that the quotient property to be replaced was included therein and (iii) no Default or Event of (x) Default shall have occurred and shall be continuing at the Outstanding Amount time of Term Loans such certificate or at such the proposed time divided by (y) the sum of the Outstanding Amount application of the Term Loans at such time and the amount proceeds, then no prepayment will be required pursuant to this clause in respect of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, or the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds specified in such certificate, if applicable) except that if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the Borrower enters into a definitive agreement to apply such Net Cash Proceeds to restore or replace the property with respect to which such Net Cash Proceeds were received prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall havebe required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement. (f) Not later than the fifth Business Day following the receipt by Holdings or any of its subsidiaries (provided, that for purposes of this Section 2.12(f), Metalsa shall in no event be considered a subsidiary of Holdings), directly or indirectly, of Net Cash Proceeds in respect of any Metalsa Asset Sale, the Borrowers shall apply an amount equal to 75% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.12(g); provided, that on and after the date on which the financial statements for the fiscal quarter ending September 30, 2007 are delivered pursuant to Section 5.01(b), such percentage (the “Metalsa Prepayment Percentage”) shall be (i) 100% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, given written is greater than or equal to 4:00 to 1.00, (ii) 75% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00 and (iii) 50% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 3.50 to 1.00; provided further, that if the financial statements for the fiscal quarter ending September 30, 2007 are not provided by the date required by Section 5.01(b), the Metalsa Prepayment Percentage shall be 100% until the time that such financial statements are delivered. (g) Subject to Section 2.12(h), mandatory prepayments of outstanding Loans shall be applied (i) ratably to the US Loans and the Euro Loans, respectively, (ii) within the US Loans and Euro Loans, to such Groups of Loans as the Borrower may direct (or failing such direction from the Borrower, as the Agent may determine) and (iii) to reduce future scheduled amortization pro rata against the four next scheduled installments of principal due in respect of the Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of the Loans until all the Loans have been repaid in full. The conversion of any currency required to effect the prepayment of Loans as set forth above shall be made by the Agent at the Exchange Rate on the date of such prepayment. (h) Any Lender may elect, by notice to the Administrative Agent within one Business Day after receiving notification from the Agent of any prepayment of its intent Loans pursuant to reinvest clauses (a) to (f) of this Section, to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, such Lender shall be deemed to have accepted the amount so offered. So long as any Second Lien Term Loans are outstanding, the aggregate amount of the prepayment that would have been applied to prepay accepting Term Lenders but was so declined shall be applied in accordance with the Second Lien Term Facility Loan Documents. (i) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.05(b)(ii)(B2.12, (i) a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment and (which ii) at least five Business Days prior notice may only of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be provided if no Event prepaid determined in accordance with clause (g) above. All prepayments under this Section 2.12 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of Default has occurred and is then continuing)payment.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (i) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations (unless such Credit Party applies such proceeds towards the replacement or repair of such personal property or real property); and (ii) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1), an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the BorrowerObligations. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. 4.1 Subject to Section 4.6, the Term Loan shall be subject to required principal reductions in the amount of fifty percent (i50%) Within five of Excess Cash Flow for each fiscal year, such prepayments to be payable in respect of each fiscal year beginning with the fiscal year ending December 31, 2014, and each fiscal year thereafter, and to be due on May 1 of the following fiscal year. 4.2 Subject to Section 4.6 promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the date financial statements Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sales in excess of $250,000 in any fiscal year which are required to be delivered pursuant to Section 6.01(a) of not Reinvested as described in the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementfollowing sentence, the Borrower shall cause prepay the Term Loan by an amount equal to be prepaid an aggregate principal amount one hundred percent (100%) of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, provided, however that the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal not be obligated to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of prepay the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu Loan with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds if the following conditions are satisfied: (such percentagei) promptly following the applicable Asset Sale, the Borrower provides to Bank a certificate executed by an officer of the Borrower (“Asset PercentageReinvestment Certificate”) of all such Net Cash Proceeds realized or received; provided stating (x) that the Asset Sale has occurred, (y) that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(ADefault or Event of Default has occurred and is continuing either as of the date of the Asset Sale or as of the date of the Reinvestment Certificate, and (z) with respect to such portion a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds that is commenced within the Borrower shall haveInitial Reinvestment Period and completed within the Reinvestment Period, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(Band (iii) (which notice may only be provided if no Event of Default has occurred and is then continuing)continuing at the time of the Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.5. 4.3 Subject to Section 4.6, promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of Net Cash Proceeds from the issuance of any Equity Interests of such Person, the Borrower shall prepay the Term Loan by an amount equal to fifty percent (50%) of such Net Cash Proceeds.

Mandatory Prepayment. Without notice or demand, Borrowers shall make a mandatory prepayment of the Advances in the following circumstances: (a) if the Borrowing Base Reconciliation Report required to be provided pursuant to the terms of Section 6.1(o) demonstrates that the outstanding principal balance of the Advances less the Borrowing Base Deficit Amount shall at any time exceed the Borrowing Base, the Borrowers shall immediately prepay the Advances to the extent necessary to eliminate such excess; provided, however, that to the extent the Borrowing Base Reconciliation Report required to be provided pursuant to the terms of Section 6.1(o) demonstrates that the outstanding principal balance of the Advances less the Borrowing Base Deficit Amount is less than the Borrowing Base, the Borrowers shall be permitted to request additional Advances in accordance with the provisions of Section 2.1; provided that to the extent that a mandatory prepayment is required under this clause (a) as a result of any Account or Accounts being deemed ineligible under clause (xii) of the definition of Eligible Accounts, Borrowers shall have 15 days from the date that any Borrower receives notice from Lender that such Account or Accounts have been declared ineligible to make the mandatory prepayment required in connection therewith; (b) on November 30, 2001, Borrowers shall prepay the Advances in an amount equal to $50,000, and such $50,000 shall constitute a Permanent Repayment; (c) as required pursuant to Section 6.16 herein, with any such pre-payment constituting a Permanent Repayment; (d) upon the occurrence of any transaction or series of transactions pursuant to which a third party or a group of third parties acting in concert (excluding the shareholders of any Borrower) acquires (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) at least 50% of the Nexstar Credit Agreement fully diluted common stock of any Borrower, whether through purchase, merger, consolidation or otherwise or (ii) at least 50% of any Borrower's operating assets, based on fair market value as a going concern, which payment shall constitute a Permanent Repayment and must be a prepayment of all outstanding Advances; and (e) immediately upon any Borrower's receipt, 80% of all amounts paid and collected in connection with the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementSeller Note, the Borrower which payment shall cause to be prepaid an aggregate principal amount of Term Loans allocated constitute a Permanent Repayment. Any payment received by the Nexstar Borrower Lender under this Section 2.7 or under Section 2.6 may be applied to the BorrowerObligations, in such order and in such amounts as the Lender, in its reasonable discretion, may from time to time determine. (iim) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 2.9 of the Outstanding Amount of Agreement is deleted in its entirety and substituted therefor is the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).following:

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) for property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the The Borrower shall cause to be prepaid an aggregate prepay the outstanding principal amount of Term the Loans allocated in accordance with Section 2.05(d) below in an amount equal to 100% of the Net Cash Proceeds received by the Nexstar Borrower in connection with any IVS Distribution. Borrower shall direct such proceeds to be paid by IVS directly into the BorrowerLoan Account as directed by the Administrative Agent whereby the Administrative Agent can apply such amounts towards prepayment of the Loan. (ii) The Borrower will immediately prepay the outstanding principal amount of the Loan upon (Ax) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes an Event of any property or assets Default pursuant to Section 7.05(h9.01(a), (if) or (g), (n), (o)(yy) (to the extent provided thereunder) an IVS Event of Default or (o)(zz) termination of the Amended Shareholders’ Agreement (other than termination pursuant to clause 9 thereof). (iii) The Borrower will immediately prepay the outstanding principal amount of the Loan upon a Change of Control. (iv) Within three (3) Business Days of the receipt of any Net Cash Proceeds from the issuance or incurrence by the Borrower or any of its Subsidiaries of (2x) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash ProceedsIndebtedness (other than Permitted Indebtedness) and (y) any Excess Permitted Refinancing, the Borrower shall make a prepayment, prepay the outstanding amount of the Loans in accordance with Section 2.05(b)(ii)(C), of 2.05(d) below in an aggregate principal amount of Term Loans equal to the percentage represented by the quotient lesser of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 100% of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds received by such Person in connection therewith and the outstanding amount of the Loans. The provisions of this Section 2.05(c)(iv) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (such percentage, the “Asset Percentage”v) Within three (3) Business Days of any payment permitted pursuant to clause (6) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant the proviso to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that 7.02(m)(ii), the Borrower shall have, on or prior to such date, given written notice to prepay the Administrative Agent outstanding amount of its intent to reinvest the Loans in accordance with Section 2.05(b)(ii)(B2.05(d) below in an amount equal to the lesser of such payment and the outstanding amount of the Loans. (vi) Within three (3) Business Days of the creation or incurrence of any Lien permitted pursuant to clause (e) of the definition of "Permitted Liens", the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) below in an amount equal to the lesser of the cash or deposit account balance to which notice may only be provided if no Event such Lien applies and the outstanding amount of Default has occurred and is then continuing)the Loans.

Mandatory Prepayment. (i) If any Escrow Funds remain in the Escrow Account after December 31, 2022 (or such later date as the Administrative Agent may agree in its sole discretion), the Borrowers shall immediately prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such remaining Escrow Funds. (ii) Within ten Business Days following any Disposition which qualify as Permitted Dispositions under clause (v) of the definition of Permitted Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $200,000 for all such Dispositions in any Fiscal Year (and, for the avoidance of doubt, only by the amount in excess thereof); provided that the Borrowers shall not be required to make such prepayment to the extent (A) such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, subject to the security and perfection requirements in accordance with the Loan Documents, within 90 days of the date of such Disposition (or, if such amounts are committed to be so reinvested within such 90-day period, such amounts are actually so reinvested within 180 days following the receipt of such Net Cash Proceeds) (it being understood that such prepayment shall be due immediately upon the expiration of such 90-day period or 180-day period, as applicable), and (B) no Event of Default exists or would result therefrom. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Within one Business Day following receipt of Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance of Permitted Cure Equity to exercise a Cure Right pursuant to Section 9.02, the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Within five Business Days after following the date financial statements are required to be delivered pursuant to Section 6.01(a) receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), 2.05(d) in an amount equal to 100% of an the Net Cash Proceeds received by such Person in connection therewith to the extent that the aggregate principal amount of Term Loans equal Net Cash Proceeds received by such Person (and not paid to the percentage represented Administrative Agent as a prepayment of the Loans) shall exceed $200,000 for all such Extraordinary Receipts in any Fiscal Year (and, for the avoidance of doubt, only by the quotient of amount in excess thereof); provided that the Borrowers shall not be required to make such prepayment to the extent (xA) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds are reinvested in property that is useful in the business of the Loan Parties, subject to the security and perfection requirements in accordance with the Loan Documents, within 90 days of the date of such Extraordinary Receipt (or, if such percentageamounts are committed to be so reinvested within such 90-day period, such amounts are actually so reinvested within 180 days following the “Asset Percentage”) receipt of all such Net Cash Proceeds realized or received; provided Proceeds) (it being understood that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion due immediately upon the expiration of such Net Cash Proceeds that the Borrower 90-day period or 180-day period, as applicable), and (B) no Event of Default exists or would result therefrom. (v) The Borrowers shall have, on or prior to such date, given written provide notice to the Administrative Agent of its intent by 2:00 p.m. (New York time) at least one (1) Business Day prior to reinvest in accordance with making any mandatory prepayment pursuant to this Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing2.05(c).

Mandatory Prepayment. (iA) Within five Business Days after The Borrowers will, at any time, immediately prepay the date financial statements are required to be delivered pursuant to Section 6.01(a) of Revolving A Loans when the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term all Revolving A Loans allocated by plus the Nexstar Borrower outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the Borrowerfull extent of any such excess. On each day that any Revolving A Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving A Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrowers have complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have -------- occurred and be continuing, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving A Loans no longer exceeds the then current Borrowing Base. (ii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving A Loans; provided, that, (A) Subject -------- such funds shall be applied to Section 2.05(b)(ii)(B)the outstanding principal amount of the Revolving B Loans and/or the Revolving C Loans (x) in the absence of a continuing Event of Default, if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent such application is specifically provided thereunderfor in Section 2.05(d), and (y) or (o)(z) or (2) any Casualty during the existence of an Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepaymentDefault, in accordance with Section 2.05(b)(ii)(C4.04(b), and (B) if no Revolving A Loans remain outstanding after the application of an aggregate principal amount of Term Loans equal such funds to repay any outstanding Revolving A Loans, such funds are not required to be applied to the percentage represented by the quotient of (x) the Outstanding Amount of Term Revolving B Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Revolving C Loans and requiring a like prepayment from such Net Cash Proceeds pursuant to clause (such percentage, the “Asset Percentage”A) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if proviso and no Event of Default has occurred and is then continuing, the remaining funds received in the Administrative Agent's Account shall, within two (2) Business Days, be returned by the Administrative Agent to the Borrowers. (iii) Immediately upon any Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this subsection (iii) shall be applied as set forth in Section 2.05(d). (iv) Immediately upon the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than common stock of the Parent issued in respect of the Loan Parties' benefit and compensation plans for their directors, officers or employees where the Loan Parties receive no Net Cash Proceeds from such issuance), the Borrowers shall prepay the outstanding amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such issuance or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this subsection (iv) shall be applied as set forth in Section 2.05(d). (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this subsection (v) shall be applied as set forth in Section 2.05(d). (vi) If on any day an Indenture Deficit exists, the Borrowers shall pay to the Administrative Agent an amount equal to such Indenture Deficit to be applied to the outstanding principal of the Revolving Loans which payment shall be made (x) immediately as a result of an Indenture Deficit pursuant to an event described under Section 2.01(c)(i) and

Mandatory Prepayment. (a) The Borrower shall have and hereby accepts the obligation to prepay in full the Loan by paying to the Trustee the amount set forth in Section 8.04 hereof for deposit to the Revenue Fund to be used to redeem all the Outstanding Bonds (or all of the Series 2008A Bonds if required under clauses (ii) and (iii) below) on the earliest date such Bonds are subject to redemption pursuant to the Indenture and as to which notice of the redemption can be given in accordance with the Indenture, at the redemption prices set forth in Section 4.01(e) of the Indenture with respect to clause (i) Within five Business Days after the date financial statements are required to be delivered pursuant to below, Section 6.01(a4.01(c) of the Nexstar Credit Agreement Indenture with respect to clauses (ii) and (iii) below, and in the related Group Compliance Certificate has been delivered pursuant Indenture Sections noted with respect to Section 6.02(aclause (iv) below: (i) if and when as a result of any changes in the Constitution of the Nexstar Credit AgreementUnited States of America or the California Constitution or as a result of any legislative, judicial or administrative action, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the Borrower intention and purposes of the parties hereto, or shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.have been declared unlawful; (ii) interest on the Series 2008A Bonds, or any of them, is determined not to be Tax-exempt to the Registered Owners thereof (other than a Registered Owner who is a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code) by a final administrative determination of the Internal Revenue Service or final judicial decision of a court of competent jurisdiction in a proceeding of which the Borrower received notice and was afforded an opportunity to participate; provided, however, such determination shall only require prepayment of the portion of the Loan with respect to the Series 2008A Bonds. A determination or decision will be considered final for this purpose when all periods for administrative and judicial review have expired; (iii) if either: (A) Subject the Borrower or any other Principal User of the Project files a notice with the Issuer and the Trustee to the effect that the capital expenditure limitation of Section 2.05(b)(ii)(B)144(a)(4) of the Code has been exceeded, or will be exceeded, within a period of 60 days; or (B) there is a final determination (as defined in clause (ii) above) by the Internal Revenue Service or a court of competent jurisdiction that such capital expenditures limitation has been exceeded; provided, however, such notice or determination shall only require prepayment of the portion of the Loan with respect to the Series 2008A Bonds; and (iv) if (1) mandatory redemption is required by any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h4.01(d), (i), (n), (o)(y) (to the extent provided thereunderg) or (o)(zh) or (2) any Casualty Event occurs, which of the Indenture. The amount payable by the Borrower in the aggregate results event of a prepayment required by this Section shall be determined as set forth in Section 8.04 hereof and shall be deposited in the realization Revenue Fund upon written demand by the Issuer or receipt by such Person of Net Cash Proceeds, the Trustee. (b) The Borrower shall make a prepaymentprepay all or any part of the Loan from Net Proceeds under the circumstances described in Section 6.02(b) hereof, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum and cause all or any part of the Outstanding Amount Bonds to be redeemed at the redemption price set forth in Section 4.01(e) of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Indenture.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. . (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. On each day which occurs (i) Within five Business Days before the Termination Date and after the date financial statements are required to be delivered on which Blue Ridge delivers the notice requiring prepayment of outstanding CP Rate Loans pursuant to Section 6.01(a2.2 hereof, the Servicer (i) shall set aside and hold in trust solely for the benefit of Blue Ridge (or deliver to the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered Collection Account if required pursuant to Section 6.02(a7.1(i) hereof) Blue Ridge's Ratable Share in the Percentage Share of all Collections received on such day (the "RETAINED COLLECTIONS"). To the extent the Retained Collections are not required to pay interest, fees and Servicing Fee due on any date prior to the last day of a CP Tranche Period ("PRIOR USES"), then the Servicer shall distribute the Retained Collections (net of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by Prior Uses) in the Nexstar Borrower following order of priority, in each case only to the Borrower.extent of amounts available therefor: (i) FIRST, to the Agent (for the benefit of Blue Ridge) all interest due but not already paid to Blue Ridge; (ii) SECOND, to the Agent (Afor the benefit of Blue Ridge) Subject the outstanding principal balance of all Loans made by Blue Ridge; (iii) THIRD, to Section 2.05(b)(ii)(B)the Agent (for the benefit of Blue Ridge) all other amounts owed to Blue Ridge; (iv) FOURTH, if (1) any Covenant Entity Disposes to be retained in trust by the Servicer, to the extent of the principal and interest that will be due on the last day of any property or assets subsequent CP Tranche Period with respect to any other outstanding CP Rate Loan as to which the Servicer has received a notice requiring prepayment of such outstanding CP Rate Loan pursuant to Section 7.05(h)2.2 hereof; (v) FIFTH, (i), (n), (o)(y) (to the extent provided thereunderServicer until all amounts owed to the Servicer under the Agreement have been paid in full; and (vi) or (o)(z) or (2) any Casualty Event occursSIXTH, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, to the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented (or as otherwise required by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuingapplicable law).

Mandatory Prepayment. (a) In the event the Company consummates a Sale Transaction (as defined below), this Note shall be prepaid in full by the Company on or before the closing of such Sale Transaction by payment of the amount set forth in clause (b) below to Lender. (b) In the event the Company must prepay this Note under subsection (a) immediately above (i) Within five Business Days after the Company shall pay to the Lender the sum of (i) $ minus the aggregate amount of Prepaid Principal (as defined in Section 6) previously paid by the Company to the Lender (the “Outstanding Principal”), (ii) a deemed interest rate component equal to the amount of interest which would have accrued on the Outstanding Principal from the date financial statements are required to be delivered pursuant to Section 6.01(aof issuance of this Note through the date of prepayment of such Note (assuming an annual interest rate of 12%, compounded annually, and a 360 day year) and (iii) an additional interest component which shall equal 20% of the Nexstar Credit Agreement amount of interest which would have accrued on the Outstanding Principal for such Note between the date of prepayment and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) Maturity Date (assuming for this purpose only a deemed annual interest rate of the Nexstar Credit Agreement15%, compounded annually, and a 360 day year). Upon such prepayment, the Borrower Company shall cause not thereafter be obligated to pay, and the Lender shall not thereafter be prepaid an aggregate principal amount of Term Loans allocated by entitled to receive payment of, the Nexstar Borrower to the BorrowerFace Amount. (iic) (A) Subject For purposes of this Section 5, a “Sale Transaction” shall be defined to Section 2.05(b)(ii)(B)include any merger, if (1) any Covenant Entity Disposes consolidation, or other business combination in which beneficial ownership of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which securities representing in the aggregate results in the realization or receipt by such Person excess of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 50% of the Outstanding Amount voting power of the Term Loans at such time and the amount of any other Indebtedness constituting term loans Company are transferred, or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) sale of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion substantially all of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Company’s assets.

Mandatory Prepayment. No more than five (i5) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of any sale, assignment, transfer or other disposition by the Borrower or any of its Subsidiaries, or the damage, destruction, condemnation, governmental taking or other loss of any assets of the Nexstar Credit Agreement and Borrower or any of its Subsidiaries (other than the related Group Compliance Certificate has been delivered pursuant to Section 6.02(asale of Inventory in the ordinary course of business) whether now owned or hereafter acquired which alone or when aggregated with other such transactions or events occurring within the immediately preceding twelve months result in Net Cash Proceeds of the Nexstar Credit Agreement$1,000,000.00 or more (collectively, a "disposition of assets"), the Borrower shall cause notify the Agent in writing that such disposition of assets has occurred, the date of such event and the amount of the Net Cash Proceeds received in connection therewith. In the event that the Borrower and/or its Subsidiaries have not, within 364 days after the date of any such disposition of assets, (1) reinvested all of the corresponding Net Cash Proceeds in their business pursuant to an acquisition of property or assets located in the United States of a nature or type that are used in the business of the Borrower and its Subsidiaries on the date of such acquisition, which is permitted by Section 6.15 and in which the Agent shall have a first priority, perfected security interest subject only to those Permitted Encumbrances which are permitted to be prepaid an aggregate principal amount senior to or pari passu with the security interest of Term Loans allocated the Agent pursuant to Section 6.4 hereof (and so state, as to both conditions, in reasonable detail in a certificate delivered by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(BAgent), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal delivered to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by Agent a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from certificate stating in reasonable detail its plans to reinvest such Net Cash Proceeds as described in clause (1) above within the next succeeding 364 days, then the Borrower shall give written notice of prepayment (in the amount not so reinvested or intended to be so reinvested) to the Agent at least five (5) days prior to the date of the subject prepayment, and on or before the 364th day following such percentage, disposition of assets shall repay the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant Revolving Credit and reduce the Commitment in an amount equal to this Section 2.05(b)(ii)(A) with respect to such portion the amount of such Net Cash Proceeds that not so reinvested. In the event the Borrower delivers a plan for reinvestment pursuant to clause (2) of the preceding sentence, and either (a) fails to comply with the terms of such plan, or (b) determines to abandon such plan, within five (5) days after such failure or abandonment, as the case may be, the Borrower shall have, on or prior to such date, given give written notice to the Administrative Agent of prepayment in the amount of Net Cash Proceeds not reinvested and on or before the date which is five (5) days after such notice, shall repay the Revolving Credit and reduce the Commitment by such amount. (A) Within five (5) days of the sale or issuance of any capital stock or debt securities of the Borrower or any of its intent Subsidiaries (other than a sale or issuance of capital stock to reinvest the Borrower or any Subsidiary or to any employee of the Borrower or any Subsidiary, if sold or issued to such employee by reason of his or her status as an employee as long as such issuance does not result in accordance with Section 2.05(b)(ii)(Ba change in control or otherwise violate any provision of any Loan Document, or to any former employee of the Borr ower or any Subsidiary as a xxxxlt of the operation of the provisions of the ESOT, or issuance of common stock to the holders of the Subordinated Debentures upon conversion), the Commitment shall be reduced in an amount equal to the amount of the Net Cash Proceeds of such sale of stock or debt securities and the Borrower shall prepay a portion of the Revolving Credit as may be required as a result of such reduction to the Commitment. (B) The Borrower agrees that as long as there are any Letters of Credit outstanding hereunder, or the Borrower has a right to request that the Issuing Bank issue Letters of Credit hereunder, the aggregate amount outstanding under the ESOT Loan plus the outstanding Loans shall not be less than $250,000.00. If the Trustee under the ESOT or any other Person prepays, or unconditionally expresses its intention to repay any portion of the ESOT Loan, or if the Borrower or any other Person prepays, or unconditionally expresses its intention to repay any portion of the Loans, in either such case so that after such prepayment(s) the aggregate outstanding amount under the ESOT Loan plus the outstanding Loans shall be less than $250,000.00, then prior to any such prepayment of the ESOT Loan and/or the Loans (which notice as the case may only be), (1) the Borrower shall immediately deposit into the Letter of Credit Cash Collateral Account an amount equal to the outstanding Letter of Credit Liability, if any and (2) the Issuing Bank's obligation to issue Letters of Credit shall be provided if no Event of Default has occurred and is then continuing)immediately suspended until such time as the aggregate outstanding amount under the ESOT Loan plus the outstanding Loans shall exceed $250,000.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if so long as no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $100,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) In the event that an Unencumbered Asset Pool Property is sold, transferred, or encumbered with a Lien that is not a Permitted Lien, subject to Sections 5.16 and 5.17 hereof, the Borrower shall, simultaneously with such sale, transfer, or encumbering, prepay the Loans in an amount equal to 100% of the net proceeds of such sale, transfer or financing, or, if less, such amount as shall be required for the Borrower to remain in compliance with Section 5.8 of this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.9(a); provided, that (i) Within five Business Days the exchanged property has qualified as a New Acquisition, (ii) the exchanged property is not subject to any Liens (other than Permitted Liens) and (iii) any "boot" associated therewith shall be applied to prepayment of the Loans. Any failure to make a required mandatory prepayment following a sale of or granting of a Lien which is not a Permitted Lien on an Unencumbered Asset Pool Property in violation of this Section 2.9 shall constitute an Event of Default. (b) If, at any time, the Outstanding Balance shall exceed the Available Facility, then the Borrower shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, if the Outstanding Balance exceeds an amount equal to 55.0% of the Unencumbered Asset Pool Properties Value as of the last day of any calendar quarter or the date of any New Acquisition and no other Event of Default shall have occurred and be continuing, then the Borrower shall, within thirty (30) days after the last day of the preceding calendar quarter or the date financial statements are required of any New Acquisition resulting in such excess (whichever is applicable), either (A) cause one (1) or more New Acquisitions having Unencumbered Asset Pool Property Values sufficient to ensure the Borrower's compliance with the requirements of this Agreement to be delivered included as Unencumbered Asset Pool Properties or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility. (c) The Borrower shall make any prepayment pursuant to this Section 6.01(a2.9 together with interest accrued to the date of such prepayment on the principal amount so prepaid; provided that any prepayment pursuant to this Section 2.9 shall be applied (unless an Event of Default exists) as specified by the Borrower or, otherwise, first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans (starting with the shortest Interest Periods), and then to Money Market Loans (subject to Section 2.10(f)). In connection with the prepayment of a Euro-Dollar Loan prior to the last day of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementInterest Period applicable thereto, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) also pay any Covenant Entity Disposes of any property or assets applicable expenses pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no 2.12. Each such prepayment shall be required applied to prepay ratably the Loans of the Banks. Amounts prepaid pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that 2.9 may not be reborrowed unless the Borrower shall have, on or prior be in compliance with the covenants set forth in Section 5.8 both before and after giving effect to any such date, given written notice Borrowing. (d) Any event referred to in this Section 2.9 that results in a required prepayment of the Administrative Agent of its intent Loans pursuant to reinvest in accordance with this Section 2.05(b)(ii)(B) (which notice may only 2.9 shall be provided if no Event of Default has occurred and is then continuing)referred to as a "Mandatory Prepayment Event".

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required receipt by: (i) any Borrower or any of its wholly owned Subsidiaries of proceeds from any Debt Issuance, such Borrower shall prepay the Advances in an aggregate amount equal to be delivered pursuant to Section 6.01(a) 100% of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) Net Cash Proceeds of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.such Debt Issuance; or (ii) Kraft of proceeds from any Equity Capital Markets Transaction, Kraft shall prepay the Advances in an aggregate amount equal to 100% of the Net Cash Proceeds of such Equity Capital Markets Transaction; or (Aiii) Subject to Section 2.05(b)(ii)(B), if Kraft or any of its Major Subsidiaries of proceeds from any Asset Sale (1other than (x) any Covenant Entity Disposes of any property or assets pursuant Exempted Asset Sale and (y) up to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which $1,000,000,000 in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented for all other Asset Sales (measured by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentagethereof) occurring after the Closing Date), Casualty or Condemnation, Kraft shall prepay the “Asset Percentage”) Advances in an aggregate amount equal to 100% of all such the Net Cash Proceeds realized of such Asset Sale, Casualty or received; provided Condemnation, provided, that so long as no Default shall have occurred and be continuing, Kraft or such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such Major Subsidiary may reinvest all or any portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice in long-term assets useful to the Administrative Agent business of its intent Kraft or any Subsidiary, provided, that such reinvestment is consummated within 12 months of the date of receipt of such Net Cash Proceeds, or, in the event such reinvestment is committed to reinvest in accordance with writing by Kraft or such Major Subsidiary within such 12-month period, such Net Cash Proceeds are used to consummate such reinvestment within 18 months of the receipt thereof, and each prepayment of outstanding Advances pursuant to this Section 2.05(b)(ii)(B2.09(b) shall be required without penalty or premium (other than any obligation to reimburse the Lenders pursuant to Section 9.04(b)). Kraft may determine to which notice may only Borrowing or Borrowings each prepayment of outstanding Advances pursuant to this Section 2.09(b) shall be provided if no Event allocated provided, that, any such allocated prepayment shall be applied on a pro rata basis among the Lenders having made any of Default has occurred and is then continuing)such Advances.

Mandatory Prepayment. (ia) Within If any Loan Party receives Net Cash Proceeds from any Disposition (other than the sale or disposition of Surefly, Inc. or any portion of its related business and assets permitted by Section 7.4(b)(i)), Net Casualty Proceeds or net cash proceeds received by such Loan Party from the issuance or incurrence of Debt (other than Subordinated Debt permitted under Section 7.1(e)) or, in the case of the Borrower, the issuance of Capital Stock, the Borrower shall notify the Lenders and the Agent thereof. Unless the Required Lenders shall have sent written notice to the Borrower, by the fourth Business Day after the date on which the applicable Loan Party received such proceeds (except in the case of issuance of Capital Stock, in which case the following sentence shall apply), declining receipt of a prepayment under this Section 2.4.2(a), the Borrower shall prepay the Obligations within five Business Days after the date financial statements are required such receipt in an amount equal to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person 50% of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (or such percentagelesser amount as the Required Lenders may specify), the “Asset Percentage”(ii) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion 100% of such Net Cash Casualty Proceeds that (or such lesser amount as the Required Lenders may specify) and (iii) 100% of such net cash proceeds received by the such Loan Party from the issuance or incurrence of Debt (other than Subordinated Debt permitted under Section 7.01(e)) (or such lesser amount as the Required Lenders may specify). If the net cash proceeds are from the issuance of Capital Stock of the Borrower after September 30, 2019 and unless the Lenders shall have, on or prior to such date, given have sent written notice to the Administrative Agent Borrower, by the fourth Business Day after the date on which the Borrower received such proceeds, declining receipt of its intent a prepayment under this Section 2.4.2(a), the Borrower shall prepay the Obligations within five Business Days after such receipt in an amount equal to reinvest 35% of such net cash proceeds received by the Borrower (or such lesser amount as the Lenders may specify). (b) Immediately upon receipt by the Borrower of the proceeds of any Specified Equity Contribution pursuant to Section 7.20, the Borrower shall prepay the Loans in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event 2.7 in an amount equal to 100% of Default has occurred and is then continuing)such proceeds.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) for property, in respect of assets upon which Agent ​ ​ MidCap / Ocular / 4th A&R Credit Agreement maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)., Borrower shall have the option of applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations. ​

Mandatory Prepayment. (i) Within five Altria shall, on each Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementDay, the Borrower shall cause to be prepaid prepay an aggregate principal amount of Term Loans allocated by the Nexstar Borrower Advances equal to the Borroweramount by which (A) the aggregate principal amount of the Advances then outstanding exceeds (B) the aggregate of the Commitments on such Business Day. (ii) (A) Subject In the event that there shall be a Capital Markets Financing Transaction or a borrowing under a Debt Facility, Altria shall repay outstanding Advances in an aggregate amount equal to Section 2.05(b)(ii)(B)100% of the net proceeds, if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (rounded to the extent provided thereunder) or nearest million (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C$500,000 being rounded upward), of an aggregate principal amount of Term Loans equal to the percentage represented such Capital Markets Financing Transaction or Debt Facility borrowing received by the quotient of Altria, (x) in the Outstanding Amount case of Term Loans at LIBO Rate Advances, on the last day of the current Interest Period for such time divided by Advances and (y) in the sum case of Base Rate Advances, on the Outstanding Amount third Business Day following receipt of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like net proceeds. (iii) Each prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required made pursuant to this Section 2.05(b)(ii)(A2.10(b) shall be made together with respect any interest accrued to such portion the date of such Net Cash Proceeds that prepayment on the Borrower principal amounts prepaid and, in the case of any prepayment of a LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which Altria shall have, on or prior be obligated to such date, given written notice reimburse to the Lenders in respect thereof pursuant to Section 8.04(b). Xxxxxxx Xxxxx, as Administrative Agent Agent, shall give prompt notice of its intent any prepayment required under this Section 2.10(b) to reinvest Altria and the Lenders. Prepayments under this Section 2.10(b) shall be allocated first to Base Rate Advances, ratably; any excess amount shall then be allocated to LIBO Rate Advances, in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)such manner as Altria shall determine.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Two Hundred Fifty Thousand Dollars ($250,000) for personal property, or in excess of Five Hundred Thousand Dollars ($500,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. The Borrower shall prepay Advances on the dates and in the principal amounts described below together with all accrued interest on such principal prepaid to date of prepayment: (i) Within five Business Days not later than the date 120 days (or 150 days, in the event that (x) the Foreign Resident Account of the Company is no longer permitted under applicable law or (y) the use of such Foreign Resident Account would result in a significant cost to the Company and in each case the Brazilian Central Bank approval for such prepayment is pending, so long as the Company is using reasonable efforts to obtain such approval), after the date financial statements are required to be delivered pursuant to Section 6.01(a) end of each fiscal year of the Nexstar Credit Agreement and Company (commencing with the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementfiscal year ending on December 31, 2002), the Borrower shall cause to be prepaid prepay Advances in an aggregate principal amount equal to 50% of Term Loans allocated by the Nexstar Borrower to the Borrower.Excess Cash Flow; (ii) to the extent that a prepayment is (or would have been, but for the MEFA having been paid in full) required under (A) Subject to Section 2.05(b)(ii)(B2.5(a)(iii) of the MEFA (as in effect on the Effective Date), a proportionate amount shall be required to be prepaid hereunder (with such proportionate amount determined on the basis of the respective principal amounts outstanding hereunder and under the MEFA immediately prior to such prepayment) or (B) under Section 2.5(a)(ii) of the MEFA (as in effect on the Effective Date), the Obligations hereunder shall be required to be prepaid to the extent set forth in Section 4.2 of the Intercreditor Agreement; (iii) on the dates and the amounts specified in subsection 2.04(b) and Sections 2.07 or 2.08 hereof if (1) any Covenant Entity Disposes of any property the Borrower or assets the Company shall be required to prepay the Principal Amount pursuant to Section 7.05(h), such Sections; (i), (n), (o)(yiv) (to the extent provided thereunderfor in clause (iii) or (o)(z) or (2) any Casualty Event occurs, which under the heading “With Respect to Proceeds of MEFA Collateral:” in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum 4.2 of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or receivedIntercreditor Agreement; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).and

Mandatory Prepayment. (ia) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementIf a Ship becomes a Total Loss, the Borrower shall cause to be prepaid prepay an aggregate principal amount that is the higher of: (i) the Relevant Percentage of Term Loans allocated by the Nexstar Borrower to the Borrower.Loan outstanding; and (ii) the amount required to ensure that the Borrower is in compliance with Clause 15.3 immediately after the Ship becomes a Total Loss. (b) If a Ship is sold prior to the earlier to occur of (x) December 31, 2018 and (y) the date upon which the Borrower and the Guarantors have received, in aggregate, $61,700,000 of Net Cash Proceeds from such sales (such date that is earlier to occur of (x) and (y), the “Reinstatement Date”): (i) the Borrower shall retain the first $1,700,000, in aggregate, of any Net Cash Proceeds of any sales; and (ii) the Borrower shall (A) Subject prepay the Loan in an amount equal to Section 2.05(b)(ii)(B)fifty percent (50%) of the next $60,000,000, if (1) any Covenant Entity Disposes in aggregate, of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash ProceedsProceeds of any sales and (B) retain the remaining fifty percent (50%) of such $60,000,000, in aggregate, of any Net Cash Proceeds of any sales. (c) If a Ship is sold on or after the Reinstatement Date, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of prepay an aggregate principal amount of Term Loans that is equal to the percentage represented Relevant Percentage of the Loan outstanding. (d) Each prepayment pursuant to this Clause 8.9 shall be made: (i) in the case of a sale, on or before the date on which the sale is completed by delivery of the relevant Ship to the buyer; or (ii) in the case of a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date and the date of receipt by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum Security Trustee of the Outstanding Amount proceeds of insurance relating to such Total Loss. (e) Notwithstanding the foregoing, the prepayments under this Section 8.9 shall not be applicable unless a Discharge of the Term Loans at First Lien Obligations has occurred as of the date such time prepayment is required, and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant deemed to this Section 2.05(b)(ii)(A) with respect be reduced by an amount equal to such portion of such Net Cash Proceeds that any amount paid to the Borrower shall have, First Lien Lenders on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. (i) Within five Business Days after Immediately upon the date financial statements are required to be delivered pursuant to release of any Specified Proceeds in accordance with Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower2.14(c). (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) Upon the receipt by any Covenant Entity Disposes Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any property or assets pursuant to Section 7.05(h), Disposition which qualifies as a Permitted Disposition under clause (i), (nj), (o)(y) (to the extent provided thereunderk) or (o)(zu) of the definition of Permitted Disposition) by any Loan Party or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceedsits Subsidiaries, the Borrower shall make a prepayment, promptly either notify the Administrative Agent of its election to reinvest the Net Cash Proceeds in accordance with Section 2.05(b)(ii)(C), of an aggregate 2.05(c)(vi) below or prepay the outstanding principal amount of Term the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the percentage represented Net Cash Proceeds received by the quotient Loan Parties in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties (x) and not paid to the Outstanding Amount of Term Loans at such time divided by (y) the sum Administrative Agent as a prepayment of the Outstanding Amount Loans) shall exceed for all such Dispositions $500,000 in any Fiscal Year (the “Threshold Amount”). It is understood and agreed that such prepayment shall only be required for amounts in excess of the Term Loans at such time Threshold Amount and shall be subject to the reinvestment right set forth in Section 2.05(c)(vi) below and Section 2.05(h). Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Upon the receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall promptly prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any Extraordinary Receipts, the Borrower shall promptly notify the Administrative Agent of its election to reinvest such Net Cash Proceeds in accordance with Section 2.05(c)(vi) below or prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by the Loan Parties in connection therewith in excess of the Threshold Amount. It is understood and agreed that such prepayment shall only be required for amounts in excess of the Threshold Amount and shall be subject to the reinvestment right set forth in Section 2.05(c)(vi) below and Section 2.05(h). (v) If the De-SPAC Mergers do not occur on or prior to March 31, 2023 (or such later date as may be agreed by the Administrative Agent in its sole discretion), all Specified Proceeds in the Specified Account shall be applied to prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of such Specified Proceeds. (vi) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, such Net Cash Proceeds shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are reinvested in properties or assets (other Indebtedness constituting term loans than current assets) used or term notes outstanding at useful in such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from Person’s business within one hundred eighty (180) days of receipt of such Net Cash Proceeds (such percentageor, if committed to be reinvested within one hundred eighty (180) days, one hundred eighty (180) days following the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion execution of such Net Cash Proceeds that the Borrower shall havebinding commitment), on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(Bprovided that, (A) (which notice may only be provided if no Event of Default has occurred and is then continuingcontinuing on the date such Person receives such Net Cash Proceeds, (B) upon the expiration of the reinvestment period, such Net Cash Proceeds, if not theretofore so used (or subject to a binding commitment to be used), shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable.

Mandatory Prepayment. The Loans shall be subject to mandatory prepayment, in full, upon the occurrence of any of the following events (each a “Mandatory Prepayment Event”): (i) Within five Business Days the closing of any transaction or series of related transactions which results in a Liquidity Event; (ii) the consummation by Holdings of one or more equity or debt financings after the date financial statements are required of this Agreement (excluding the transactions contemplated by the Equity Documents, including the Rights Offering referred to be delivered pursuant therein) that generate gross proceeds in an aggregate amount of at least $30,000,000 (other than gross proceeds from refinancings of existing indebtedness to Section 6.01(a) the extent not in excess of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated such existing indebtedness and other than issuances of equity securities to officers, directors, employees or consultants in the ordinary course of business), in each case, whether in one transaction or a series of transactions; provided, that in the event that Holdings completes an equity financing after the date hereof (and excluding the transactions contemplated by the Nexstar Borrower Equity Documents) in any amount less than $30,000,000 (other than issuances of equity securities to officers, directors, employees or consultants in the ordinary course of business), the Amended Note shall be subject to partial mandatory prepayment in an amount equal to the Borrower. lesser of (iia) $2,000,000 or (Ab) Subject to Section 2.05(b)(ii)(Bthe aggregate amount of the proceeds of such equity financing (“Partial Mandatory Prepayment”), if it being understood and agreed that the maximum aggregate amount of Partial Mandatory Prepayments shall not exceed $2,000,000; (1iii) Borrower shall have four (4) consecutive calendar quarters in which it achieves Operating Cash Flow in an aggregate amount of at least $5,000,000 with respect to each such quarter; (iv) the Company consummates any Covenant Entity Disposes merger, consolidation or any other combination with another Person in which the resulting entity has an Equity Value of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to at least $100,000,000 upon the extent provided thereunder) consummation of such; or (o)(z) or (2v) any Casualty Event occurswith respect to any of Holdings’, Borrower’s or their respective Subsidiaries’ properties or assets in an amount exceeding $100,000, or any of the Cisco Products, in which in the aggregate results in the realization or receipt by such Person of Net Cash Proceedscase, the Loans shall be subject to mandatory prepayment on the date Holdings, Borrower shall make a prepaymentor such Subsidiary receives the net proceeds therefrom, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans such proceeds, unless Holdings or term notes outstanding at Borrower (or such time that is secured by Subsidiary) applies all or a Lien ranking pari passu with portion of such proceeds to the Liens securing repair or replacement thereof or enters into a binding agreement for the Term Loans repair or replacement thereof within six months of such Casualty Event and requiring a like prepayment from completes such Net Cash Proceeds (repair or replacement within one year of such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or receivedCasualty Event; provided that no in the case of Holdings, any such prepayment proceeds along with any asset being repaired or replaced with such proceeds shall be required contributed to Borrower as common equity pursuant to the terms of this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that Agreement and the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest Guaranty executed by Holdings in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)connection herewith.

Mandatory Prepayment. (a) The Borrower shall prepay the Loans ratably in accordance with the aggregate outstanding principal balances thereof with: (1) the net cash proceeds of: (i) Within five Business Days any direct or indirect public offering or private placement of the Permanent Securities, or any other debt or equity securities of the Borrower or any of its controlled Affiliates issued after the date financial statements are required to be delivered pursuant to Section 6.01(aClosing Date (including without limitation any equity contributions from TeleDiffusion de France International S. A.) other than (A) any issuance of directors' qualifying shares and (B) any issuance or sale of common stock (or common stock equivalents) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.officers and employees under employee benefit clients or compensation plans"; (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes the incurrence of any property other Indebtedness by the Borrower or assets any of its controlled Affiliates after the Closing Date (other than Indebtedness permitted to be incurred under the Senior Credit Facility pursuant to Section 7.05(h), clauses (i), (nv) and (vii) of the second paragraph of Section 4.9, subject to the terms of the Engagement Letter); and (iii) any Asset Sale by the Borrower or any of its controlled Affiliates after the Closing Date; provided that the following shall not be deemed an "Asset Sale" for purposes of this covenant: (A) the sale of any asset encumbered by Liens of third-party creditors permitted under Section 4.12 solely to the extent that the Net Proceeds of such Asset Sale are applied to pay the claims of such third party creditors and (B) sales of Tower Assets in an aggregate amount not to exceed $5.0 million during any calendar year if (y) the Borrower advises the Administrative Agent in writing that it will utilize the net cash proceeds of each such sale within six months of the date of closing such sale to purchase additional Tower Assets and (z) the Borrower in fact uses the net cash proceeds to purchase additional Tower Assets within such six-month period, (each of the transactions in the foregoing clauses (i), (o)(yii) and (to the extent provided thereunder) or (o)(z) or iii), a "Capital Markets Transaction"), or (2) all of the Recovered Escrow Funds if at any Casualty Event occurstime the Borrower or any of its Subsidiaries receives any Recovered Escrow Funds (any such event, which an "Escrow Recovery"). Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the fifth Business Day following any Capital Markets Transaction or Escrow Recovery, apply such net cash proceeds or Recovered Escrow Funds to prepay the Loans pursuant to this Section 2.4, without premium or penalty, by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date. (b) Notwithstanding the provisions of Section 2.4(a) above, in the aggregate results in the realization or receipt by such Person case of Net Cash Proceedsany Capital Markets Transaction, the Borrower shall make a prepayment, be required to apply the net cash proceeds from such Capital Markets Transaction to prepay the Loans pursuant to this Section 2.4 only after making any repayment of amounts outstanding under the Senior Credit Facility that are required to be made prior to the application of such net cash proceeds to the prepayment of the Loans. (c) Subject to and in accordance with Section 2.05(b)(ii)(C)4.15, of an aggregate principal amount of Term Loans equal to in the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount event of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentageChange of Control, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior offer to such date, given written notice prepay the Loans pursuant to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)4.15.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) in respect of assets upon which Agent has been granted a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)Obligations. Notwithstanding the foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if so long as no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) The Borrower shall prepay the Loans ratably in accordance with the aggregate outstanding principal balances thereof, with: (1) the net cash proceeds of: (i) Within five Business Days any direct or indirect public offering or private placement of the Permanent Securities, or any other debt or equity securities of the Borrower or any of its controlled Affiliates issued after the date financial statements are required to be delivered pursuant to Section 6.01(aClosing Date (including without limitation any equity contributions from TeleDiffusion de France International S. A.) other than (A) any issuance of directors' qualifying shares and (B) any issuance or sale of common stock (or common stock equivalents) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.officers and employees under employee benefit clients or compensation plans"; (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes the incurrence of any property other Indebtedness by the Borrower or assets any of its controlled Affiliates after the Closing Date (other than Indebtedness permitted to be incurred under the Senior Credit Facility pursuant to Section 7.05(h), clauses (i), (niv) and (vi) of the second paragraph of Section 4.9); and (iii) any Asset Sale by the Borrower or any of its controlled Affiliates after the Closing Date; provided that the following shall not be deemed an "Asset Sale" for purposes of this covenant: (A) the sale of any asset encumbered by Liens of third-party creditors permitted under Section 4.12 solely to the extent that the Net Proceeds of such Asset Sale are applied to pay the claims of such third party creditors and (B) sales of Tower Assets in an aggregate amount not to exceed $5.0 million during any calendar year if (y) the Borrower advises the Administrative Agents in writing that it will utilize the net cash proceeds of each such sale within six months of the date of closing such sale to purchase additional Tower Assets and (z) the Borrower in fact uses the net cash proceeds to purchase additional Tower Assets within such six-month period, (each of the transactions in the foregoing clauses (i), (o)(yii) and (to the extent provided thereunder) or (o)(z) or iii), a "Capital Markets Transaction"), or (2) all of the Recovered Escrow Funds if at any Casualty Event occurstime the Borrower or any of its Subsidiaries receives any Recovered Escrow Funds (any such event, which an "Escrow Recovery"), (3) all of the BAM Funds if the Borrower abandons the BAM Joint Venture or if the Formation Agreement expires or is otherwise terminated (any such event, a "Joint Venture Termination"). Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the fifth Business Day following any Capital Markets Transaction, Escrow Recovery or Joint Venture Termination, apply such net cash proceeds, Recovered Escrow Funds or BAM Funds to prepay the Loans pursuant to this Section 2.4, without premium or penalty, by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date. (b) Notwithstanding the provisions of Section 2.4(a) above: (i) in the aggregate results in the realization or receipt by such Person case of Net Cash Proceedsany Capital Markets Transaction, the Borrower shall make a prepaymentbe required to apply the net cash proceeds from such Capital Markets Transaction to prepay the Loans pursuant to this Section 2.4 only after making any repayment of amounts outstanding under the Senior Credit Facility that are required to be made prior to the application of such net cash proceeds to the prepayment of the Loans; (i) in the case of any Capital Markets Transaction specified in clause (i) of the definition thereof, to the extent that the Borrower receives any equity contributions from TdF, the Borrower shall be required to apply the net cash proceeds from such Capital Markets Transaction (1) first, to prepay the Loans and Other Term Loans pursuant to this Section 2.4 in accordance with Section 2.05(b)(ii)(C)clause (iii) below; (2) second, of an aggregate principal amount of to permanently reduce any remaining unfunded Commitments hereunder on a pro rata basis and (3) third, to permanently reduce any remaining unfunded commitments under the letter agreement with CTSH or related term loan agreement, if any, with respect to the Other Term Loans equal to the percentage represented by the quotient of on a pro rata basis; and (xii) the Outstanding Amount of if Other Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes are outstanding at such the time that any mandatory prepayment is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A2.4, then the net cash proceeds from any Capital Markets Transaction, the Recovered Escrow Funds or the BAM Funds, as the case may be, shall be applied pro rata to repay the principal of and accrued and unpaid interest on all Term Loans and such Other Term Loans. (c) with respect Subject to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest and in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event 4.15, in the event of Default has occurred and is then continuing)any Change of Control, the Borrower shall offer to prepay the Loans pursuant to Section 4.15.

Mandatory Prepayment. (i) Within five Business Days after If for any reason the date financial statements are required to be delivered pursuant to Section 6.01(a) of Total Revolving Outstandings at any time exceed the Nexstar Aggregate Revolving Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementCommitments then in effect, the Borrower shall cause to be prepaid immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b)(i) unless after the prepayment in full of Term the Revolving Loans allocated by the Nexstar Borrower to Total Revolving Outstandings exceed the BorrowerAggregate Revolving Credit Commitments then in effect. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (In addition to the extent provided thereunderrequired payments of principal of the Term Loan set forth in Section 2.08 and any optional or mandatory payments of principal of the Revolving Loans effected under subsection (a) or (o)(zb)(i) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceedsabove, the Borrower shall make the following required prepayments of the Term Loan and the Revolving Loans, each such payment to be made to the Administrative Agent for the benefit of the applicable Lenders within the time period specified below. (A) In the event of a prepayment, in accordance with Section 2.05(b)(ii)(CDisposition (other than a Disposition permitted under Sections 7.05(b) through (e)), of the Borrower shall make, or cause each applicable Subsidiary to make, a prepayment in an aggregate principal amount of Term Loans equal to (i) 100% of the percentage represented by excess of the quotient Net Cash Proceeds of such Disposition over $15,000,000, and (ii) 100% of the excess of the Net Cash Proceeds from any such Disposition (minus any prepayment made pursuant to clause (i) above) over (x) together with the Net Cash Proceeds from all such Dispositions occurring within the same fiscal year, $25,000,000 or (y) together with the aggregate of the Net Cash Proceeds from all such Dispositions occurring after the Closing Date, $75,000,000, whichever of (x) the Outstanding Amount of Term Loans at such time divided by or (y) would give rise to the sum greater prepayment amount. Each such prepayment to be made within ten (10) days of the Outstanding Amount receipt of the Net Cash Proceeds of any such Disposition and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Disposition; (B) The Borrower shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each Debt Issuance, each such prepayment to be made within ten (10) Business Days of receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance and the amount of such prepayment; and (C) The Borrower shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to twenty-five percent (25%) of the Net Cash Proceeds of each Equity Issuance (other than Permitted Equity Issuances), each such prepayment to be made within ten (10) Business Days of receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance and the amount of such prepayment; Each prepayment received pursuant to this Section 2.06(b) shall be applied: First, to the then outstanding principal installments of the Term Loan on a pro rata basis until the Term Loan is paid in full; provided, however, that any Term Loan Lender may decline to accept any such prepayment, and, in the event of each such decline, the pro rata basis for payment to the other Term Loan Lenders shall be determined without inclusion of such declining Term Loan Lender and the amount of the Term Loan owing thereto; and second, to the outstanding Revolving Loans and Unreimbursed Amounts (including L/C Borrowings); such prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the amount Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any other Indebtedness constituting term loans or term notes outstanding at such time Letter of Credit that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net has been Cash Proceeds (such percentageCollateralized, the “Asset Percentage”) of all such Net funds held as Cash Proceeds realized or received; provided that no such prepayment Collateral shall be required applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Any prepayment of Revolving Loans pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that 2.06 shall not, ipso facto, reduce the Aggregate Revolving Credit Commitments without notice from the Borrower shall have, on or prior pursuant to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)2.07.

Mandatory Prepayment. (a) If any Indebtedness shall be incurred by any Loan Party (excluding (i) Within the Exit Facility, (ii) if the Additional First Priority Term Loans are not funded on the Closing Date, any Junior Lien Indebtedness and Subordinated Indebtedness incurred pursuant to the Plan of Reorganization, (iii) any other Indebtedness permitted to be incurred under Section 6.1(a) through (m), (n)(i), (o) through (s), (u) through (w), (x)(ii), (y), (z), (aa) and (bb) and (iv) any Refinancing of such Indebtedness to the extent permitted under Section 6.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied (or offered, to the extent the respective payment is to be offered as a prepayment (pursuant to a mandatory offer) of First Lien Term Loans in accordance with the first sentence of Section 2.7(f)) by the Borrower within five (5) Business Days of the date of incurrence thereof in accordance with the requirements of Section 2.7(f); provided, however, that with respect to any Subordinated Indebtedness permitted under Section 6.1(t)(ii) or any senior unsecured Indebtedness permitted under Section 6.1(x)(i), (x) 50% of the Net Cash Proceeds thereof shall not be required to be applied (or offered) pursuant to Section 2.7(f) if the Consolidated Leverage Ratio, after giving pro forma effect to the incurrence of such Indebtedness, is less than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 1.0 (from the first term of such ratio), but greater than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 2.0 (from the first number of such ratio) and (y) such Net Cash Proceeds thereof shall not be required to be applied (or offered) pursuant to Section 2.7(f) if the Consolidated Leverage Ratio, after giving pro forma effect to the incurrence of such Indebtedness, is less than the applicable maximum Consolidated Leverage Ratio permitted at the time of such incurrence minus 2.0 (from the first term of such ratio); provided further that with respect to any unsecured Indebtedness permitted under Section 6.1(n)(ii), 50% of the Net Cash Proceeds thereof shall not be required to be applied (or offered) as otherwise required by Section 2.7(f). (b) If any Capital Stock shall be issued or sold by any Loan Party (excluding any Capital Stock issued pursuant to the Plan of Reorganization or any Capital Stock issued or sold by any Loan Party to another Loan Party) during the term of this Agreement, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied (or offered, to the extent the respective payment is to be offered as a prepayment (pursuant to a mandatory offer) of First Lien Term Loans in accordance with the first sentence of Section 2.7(f)) by the Borrower within five (5) Business Days after the date financial statements are of such issuance in accordance with the requirements of Section 2.7(f); provided that (i) such Net Cash Proceeds used to make Investments permitted under Section 6.6(k) or Project Investments permitted under Section 6.6(m) or Permitted Acquisitions permitted under Section 6.3(g) or for Capital Expenditures permitted under Section 6.15 and (ii) up to $500,000,000 of such Net Cash Proceeds received after the Closing Date and applied to repay Limited Recourse Debt existing on the Closing Date shall not be required to be delivered applied (or offered) by the Borrower as otherwise required by Section 2.7(f). (c) If any Loan Party shall receive an Extraordinary Receipt, an amount equal to (x) 100% of the amount of such Extraordinary Receipt to the extent such Extraordinary Receipt consists of a pension plan reversion and (y) 50% of the amount of such Extraordinary Receipt to the extent such Extraordinary Receipt consists of a tax refund shall be applied (or offered, to the extent the respective payment is to be offered as a prepayment (pursuant to Section 6.01(aa mandatory offer) of First Lien Term Loans in accordance with the Nexstar Credit Agreement first sentence of Section 2.7(f)) by the Borrower within five (5) Business Days after the receipt thereof in accordance with the requirements of Section 2.7(f). (d) At such time (and from time to time) as the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) Borrower and/or any of its Subsidiaries receive all or any portion of the Nexstar Credit AgreementCanadian 2008 Tax Refund, 100% of the amount so received shall be applied within five (5) Business Days after the receipt thereof to prepay principal of outstanding Term Loans as provided in Section 2.7(f); provided that if the Borrower is unable to cause the repatriation of all or any portion of the Canadian 2008 Tax Refund (if received by a Foreign Subsidiary), the mandatory payment otherwise required under this clause (d) (but only with respect to the amounts unable to be repatriated) shall be delayed until the fifth (5th) Business Day after such amounts are able to repatriated. (e) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (w) from any Asset Sale of all or any portion of the Hillabee Assets, (x) from any Asset Sale of all or any portion of the Fremont Assets, (y) in excess of $50,000,000 from any other Asset Sale or (z) in excess of $20,000,000 from any Recovery Event, then, (i) in the case of preceding clause (w) and (x), an amount equal to the Net Cash Proceeds thereof shall be applied within five (5) Business Days after the receipt thereof to prepay principal of outstanding Term Loans as provided in Section 2.7(f), and (ii) in the case of preceding clauses (y) and (z), unless the Borrower shall have delivered a Reinvestment Notice in respect thereof on or prior to the date that is ten (10) Business Days after such date, the Borrower shall cause apply (or offer to prepay, to the extent the respective payment is to be prepaid an aggregate principal amount offered as a prepayment (pursuant to a mandatory offer) of First Lien Term Loans allocated by in accordance with the Nexstar Borrower first sentence of Section 2.7(f)) such Net Cash Proceeds within ten (10) Business Days after receipt of such Net Cash Proceeds in accordance with the requirements of Section 2.7(f). If prior to the Borrower. Termination Date the Borrower shall have delivered a Reinvestment Commitment Notice in respect of any or all of the Net Cash Proceeds described in clause (ii) of the first sentence of this paragraph (A) Subject to Section 2.05(b)(ii)(Be), if then (1x) any Covenant Entity Disposes on the date of any property such notice, the Borrower shall apply (or assets offer to prepay, to the extent the respective payment is to be offered as a prepayment (pursuant to a mandatory offer) of First Lien Term Loans in accordance with the first sentence of Section 7.05(h2.7(f), (i), (n), (o)(y) (to the extent provided thereunder) not previously so applied or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (xexpended) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentageportion, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion if any, of such Net Cash Proceeds that the Borrower or any Subsidiary has not committed to use to acquire, maintain, construct, improve or repair assets useful in its business or, solely in the case of a Recovery Event, reimburse itself for amounts previously so applied or expended, as set forth in Section 2.7(f) and (y) on the date that is 180 days after delivery of such notice in the case of Net Cash Proceeds from an Asset Sale described in clause (ii) of the first sentence of this paragraph (e), the Borrower shall haveapply (or offer to prepay, to the extent the respective payment is to be offered as prepayment (pursuant to a mandatory offer) of First Lien Term Loans in accordance with the first sentence of Section 2.7(f)) any Net Cash Proceeds not applied or expended to acquire, maintain, construct, improve or repair assets useful in its business or, solely in the case of a Recovery Event, reimburse itself for amounts previously so applied or expended, in accordance with the requirements of Section 2.7(f) (to the extent not previously so applied or expended). For purposes of clarity, application of an amount equal to the amount of applicable Net Cash Proceeds on or before the dates or the expiration of time periods set forth herein shall be construed as application of such applicable Net Cash Proceeds for purposes of this Section 2.7(e). (f) Each amount required to be applied in accordance with the requirements of this Section 2.7(f) pursuant to Sections 2.7(a) through (e) (other than pursuant to clauses (d), (e)(w) and (e)(x) of this Section 2.7) shall be applied first pro rata to the then outstanding principal of the First Priority Term Loans and the Term Loans (based upon the then outstanding principal amounts of such First Priority Term Loans and Term Loans); provided that (i) the pro rata portion of any payment to be applied to the principal of then outstanding Term Loans shall be applied on the date of required application (as determined above pursuant to this Section 2.7) as a mandatory prepayment of outstanding principal (and not as an offer to prepay) and (ii) any amount to be applied to then outstanding First Priority Term Loans shall be applied as a mandatory prepayment or pursuant to a mandatory offer of prepayment in accordance with the Exit Facility Agreement (and, if an offer to prepay is provided for therein, then the offer shall be made by the date required in accordance with the procedures under the relevant provisions of the Exit Facility Agreement for the respective item, and the timing of the actual application of funds to First Priority Term Loans in respect of which such offers are accepted shall be determined in accordance with the relevant provisions of the Exit Facility Agreement); provided further, that 100% of any amounts offered as mandatory prepayments to holders of First Priority Term Loans and rejected (or not accepted) by them in accordance with the requirements of the Exit Facility Agreement (and thereby not applied to prepay outstanding principal of First Priority Term Loans) shall, on the second (2nd) Business Day after the date upon which such rejected (or prior unaccepted) amounts will no longer be required to be applied to prepay First Priority Term Loans, be required to be offered to be applied (and the Lenders hereby agree that such dateoffer shall be deemed automatically accepted) as a further mandatory prepayment of then outstanding principal of Term Loans; provided further, given written notice that if any amounts required above to be applied (or offered pursuant to a mandatory offer to purchase) to First Priority Term Loans are for any reason (except as already contemplated by the immediately preceding proviso) not required to be applied to prepay principal of outstanding First Priority Term Loans, such amounts shall be instead be immediately required to be used to mandatorily prepay principal of outstanding Term Loans. Each amount required to be applied in accordance with the requirements of this Section 2.7(f) pursuant to Sections 2.7(d), (e)(w) and (e)(x) shall be applied solely to the Administrative Agent prepayment of its intent then outstanding principal of the Term Loans. Amounts to reinvest be applied to prepayments of the Term Loans made pursuant to this Section 2.7 shall be applied to the prepayment of the Term Loans (in accordance with Section 2.05(b)(ii)(B2.10(b)) (which notice may only until the Term Loans are paid in full. With respect to each such prepayment of Term Loans, the amount of such prepayment shall be provided if no Event applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Loans in a manner that minimizes the amount of Default has occurred and is then continuing)any payments required to be made by the Borrower pursuant to Section 2.13.

Mandatory Prepayment. (i) Within five Business Days 7.6.1 If, at any time after the date financial statements are required of this Agreement: 7.6.1.1 it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents; 7.6.1.2 any Borrower (other than the Parent) is not or ceases to be delivered pursuant a Subsidiary of the Parent; or 7.6.1.3 the guarantee of any Guarantor is not effective or is alleged by any Obligor to Section 6.01(abe ineffective for any reason, then the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors' Agent: (a) cancel the Total Commitments; and/or (b) demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, be repaid forthwith, whereupon they shall be repaid forthwith. 7.6.2 If, at any time after the date of this Agreement: 7.6.2.1 a representation or warranty made, repeated or deemed to be repeated under Clause ‎16.26 (Sanctions) is incorrect in any material respect when made, repeated or deemed to be repeated; or 7.6.2.2 an Obligor does not comply with Clause ‎18.21 (Sanctions), any Lender may, by notice to the Facility Agent (which shall promptly notify the Obligors' Agent): (a) reduce its Commitments under the Facility to zero; and (b) demand that all or part of its share in the Loans, together with accrued interest and all its other amounts accrued and owing to it under the Finance Documents, be repaid forthwith, whereupon they shall be repaid immediately. Any such notice will take effect in accordance with its terms. 7.6.3 If a change of control occurs, the Parent shall promptly notify the Facility Agent upon becoming aware of that change of control and any Lender shall have the right, within one month (or such longer period as the Parent and the Facility Agent acting on the instructions of all the Lenders may agree) of the Nexstar Credit Agreement Facility Agent receiving notice of the change of control under this Clause, to require the Facility Agent to reduce, by notification to the Parent (the “Notification of Reduction”), its Commitments under the Facility to zero. 7.6.4 With respect to a Lender that has submitted a Notification of Reduction, on the earlier of: 7.6.4.1 the date falling one month after the date of receipt of a Notification of Reduction; and 7.6.4.2 the last day of the respective current Interest Period(s) for each Loan in which that Xxxxxx has a participation, that Xxxxxx's Commitment will be cancelled in full and the related Group Compliance Certificate has been delivered Borrowers shall repay that Xxxxxx's participations in all Loans together with accrued interest and all other amounts accrued under the Finance Documents in respect of that Xxxxxx. 7.6.5 For the purposes of Clause ‎7.6.3, a “change of control” occurs if a person or group of persons acting in concert at any time after the date of this Agreement acquires more than 50 per cent. of the shares which carry the right to vote in the Parent. 7.6.6 Any prepayment of a Loan pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment Clause ‎7.6.1 shall be required pursuant applied pro rata to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds each Lender's participation in that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Loan.

Mandatory Prepayment. (a In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash "boot" associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash "boot" as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b Simultaneously with the closing of any sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, limited liability company interests, or other ownership or equity interests in the Borrower or the General Partner, the Borrower shall, simultaneously with such sale, prepay the Loans in an amount equal to 100% of the Net Offering Proceeds. Notwithstanding the foregoing, however, in the event that (i) Within five Business Days the Net Offering Proceeds in connection with any individual offering shall be less than $20,000,000, and the Borrower anticipates reinvesting the same in Real Property Assets within fifteen (15) days after receipt thereof or (ii) any Loans expire within thirty (30) days of the date financial statements are required to be delivered pursuant to Section 6.01(athereof, the Borrower may retain such funds, provided, however, that if the Borrower shall not in fact so reinvest such funds in Real Property Assets within such fifteen (15) of day period or repay such Loans within such thirty (30) day period, as the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreementcase may be, the Borrower shall cause to be prepaid an aggregate principal amount immediately apply the same in repayment of Term Loans allocated by the Nexstar Borrower to the BorrowerLoans. (c In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be --------- --- recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice prepay to the Administrative Agent Agent, for the account of its intent the Banks, an amount necessary to reinvest cause the Unsecured Debt Ratio to be in accordance compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with Section 2.05(b)(ii)(Bthe Unsecured Debt Ratio within ninety (90) (which notice may only days of the date of such non-compliance shall be provided if no an Event of Default has occurred and is then continuing)Default.

Mandatory Prepayment. During the term of the Note, (i) Within five Business Days after in the date financial statements are required event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement or greater than $2,000,000 (a “ Qualified Offering ”), excluding investments from officers, directors and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreemententities, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. or (ii) in the event that the Company receives funds pursuant to a repayment from a related party of promissory notes issued to such entity (A) Subject to Section 2.05(b)(ii)(Beach a “ Non-Qualified Offering ”), if at any time upon thirty (130) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given days written notice to the Administrative Agent Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder, from up to 25% of its intent the proceeds from such Qualified Offering or Non-Qualified Offering, as applicable, of an amount in cash as follows: (A) if the Company is required to reinvest prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in accordance cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the outstanding principal amount to the date of mandatory prepayment (the “Mandatory Prepayment Date ”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (E) if the Company is required to prepay the Note at any time from the 121st day through the Maturity Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice of the mandatory prepayment is given until the date of the mandatory prepayment. For the avoidance of doubt and subject to the notice periods and payment terms outlined herein, any mandatory prepayments of the Company to the Holder shall be applied first in the following order unless modified by the parties in writing: First, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated July 2, 2018 (as amended, the “July Note”), on the terms therein; Second, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated September 2, 2018 (as amended, the “September Note”), on the terms therein; and Lastly, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated May 15, 2018 (as amended, the “May Note”), on the terms therein. Under no circumstance shall the Company be obligated to pay the applicable mandatory prepayment with Section 2.05(b)(ii)(B) (which notice may only respect to more than one of the May, July or September Notes in connection with any Qualified Offering or Non-Qualified Offering; for example, there shall be provided if no Event requirement to make a mandatory prepayment on the September Note or the May Note until the entirety of Default has occurred the outstanding principal and is then continuing)accrued but unpaid interest of the July Note shall have been repaid and such July Note shall have been cancelled upon repayment.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (i) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (ii) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar Credit Agreement net cash proceeds of such asset disposition (net of out-of-pocket expenses and the related Group Compliance Certificate has been delivered pursuant repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower apply to the BorrowerObligations. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. market issue (ia) Within five Business Days after Upon any initial public offering, listing, public offering or flotation of any share or equity securities by KDG or any Holding Company of KDG (a Market Issue), KDG shall (if immediately prior to receiving the date financial statements are required Net Consideration from the Market Issue the ratio of Consolidated Senior Net Borrowings to be delivered pursuant to Section 6.01(a) Consolidated EBITDA for the most recent Test Period in respect of the Nexstar Credit Agreement and the related Group which a Compliance Certificate has been delivered pursuant (the relevant test period) is greater than or equal to Section 6.02(a2:1), subject to paragraph (e) and (f) below ensure that an amount equal to: (i) fifty per cent. of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.such Net Consideration; or (ii) such lower percentage of the Net Consideration which, after application in accordance with this paragraph (A) Subject to Section 2.05(b)(ii)(Ba), would have resulted in the ratio of Consolidated Senior Net Borrowings to Consolidated EBITDA for the relevant test period (calculated as if Consolidated Senior Net Borrowings for that relevant test period were not undertaken by the amount of the Net Consideration to be applied) to be 2:1, shall be applied in or towards repayment or prepayment of the Loans (1in accordance with Clause 8.9 (Application between Facilities)). (b) any Covenant Entity Disposes KDG must notify the Facility Agent, promptly upon becoming obliged to procure the prepayment of any property or assets Loans pursuant to Section 7.05(h)this Clause 8.4, of the identity of the Borrower(s) which will make the prepayment, and which Loans will be prepaid. (i)c) For the purposes of this Clause, Net Consideration means the Cash or Cash Equivalents (n)or other instruments which upon receipt are readily convertible into Cash on reasonable commercial terms) received by KDG or the Holding Company of KDG (in each case) that issued the shares or equity securities constituting the Market Issue after deducting fees, expenses and Taxes (o)(yand amounts reasonably reserved in respect of Taxes) payable by members of the Group in respect of the Market Issue. (d) Any prepayment under this Clause must be made on or before the last day of the then current Term(s) of the Loans in which the Net Consideration is received. (e) KDG will not be required to apply such Net Consideration in repayment or prepayment of the Loans to the extent provided thereunder) that it is applied to make Junior Debt Payments or (o)(z) is, or (2) any Casualty Event occursis committed to be, which reinvested for use in the aggregate results in the realization or receipt by such Person of Net Cash ProceedsGroup’s business within twelve months (and if committed to be reinvested, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”actually reinvested within 18 months) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion receipt of such Net Cash Proceeds that Consideration. (f) This Clause 8.4 will apply only in respect of the Borrower shall have, on or prior to such date, given written notice to first Market Issue after the Administrative Agent date of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)the first Utilisation under this Agreement.

Mandatory Prepayment. (a) The Borrower shall have and hereby accepts the obligation to prepay in full the Loan by paying to the Trustee the amount set forth in Section 8.04 hereof for deposit to the Revenue Fund to be used to redeem all the Outstanding Bonds on the earliest date such Bonds are subject to redemption pursuant to the Indenture and as to which notice of the redemption can be given in accordance with the Indenture, at the redemption prices set forth in Section 4.01(e) of the Indenture with respect to subsection (i) Within five Business Days after the date financial statements are required to be delivered pursuant to below, Section 6.01(a4.01(c) of the Nexstar Credit Agreement Indenture with respect to subsections (ii) and (iii) below, and in the related Group Compliance Certificate has been delivered pursuant Indenture Sections noted with respect to Section 6.02(asubsection (iv) below: (i) if and when as a result of any changes in the Constitution of the Nexstar Credit AgreementUnited States of America or the California Constitution or as a result of any legislative, judicial or administrative action, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the Borrower intention and purposes of the parties hereto, or shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.have been declared unlawful; (ii) if, due to the untruth or inaccuracy of any representation or warranty made by the Borrower herein or in connection with the offer and sale of the Bonds, or the breach of any covenant or warranty of the Borrower contained in this Agreement, interest on the Bonds, or any of them, is determined not to be Tax-exempt to the Registered Owners thereof (other than a Registered Owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) by a final administrative determination of the Internal Revenue Service or final judicial decision of a court of competent jurisdiction in a proceeding of which the Borrower received notice and was afforded an opportunity to participate in to the full extent permitted by law. A determination or decision will be considered final for this purpose when all periods for administrative and judicial review have expired; (iii) if either: (A) Subject the Borrower or any other Principal User of the Project files a notice with the Authority and the Trustee to the effect that the capital expenditure limitation of Section 2.05(b)(ii)(B)144(a)(4) of the Code has been exceeded, or will be exceeded, within a period of 60 days; or (B) there is a final determination (as defined in subsection (ii) above) by the Internal Revenue Service or a court of competent jurisdiction that such capital expenditures limitation has been exceeded; and (iv) if (1) mandatory redemption is required by any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(hSections 4.01(d), (ig), (n), (o)(y) (to the extent provided thereunder) or (o)(zh) or (2) any Casualty Event occurs, which of the Indenture. The amount payable by the Borrower in the aggregate results event of a prepayment required by this Section shall be determined as set forth in Section 8.04 hereof and shall be deposited in the realization Revenue Fund upon demand by the Authority or receipt by such Person of Net Cash Proceeds, the Trustee. (b) The Borrower shall make a prepaymentprepay all or any part of the Loan from Net Proceeds under the circumstances described in Section 6.02(b) hereof, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum and cause all or any part of the Outstanding Amount Bonds to be redeemed at the redemption price set forth in Section 4.01(e) of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Indenture.

Mandatory Prepayment. (ia) Within five Borrower shall prepay the Obligations, or any portion thereof, as applicable, (which shall include the amounts due and payable under Section 2.7(b) hereof to the extent such prepayment results in a prepayment in full of the Term Loan) until paid in full within two (2) Business Days after the receipt by a Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds. (b) In connection with any prepayment of the Term Loan made pursuant to this Section 2.8.1, Borrower shall pay to Agent, for the benefit of Lenders, any amounts that would otherwise be due and payable on such date financial statements are required to be delivered had Borrower voluntarily prepaid the Obligations pursuant to Section 6.01(a) 2.8.2 (in addition to any such prepayment of the Nexstar Credit Agreement Term Loan and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the BorrowerObligations). (iic) To the extent the aggregate consideration of all assets sold or otherwise disposed of in any Fiscal Year pursuant to such Section 7.4(b) (Aiii) Subject to Section 2.05(b)(ii)(B)exceeds $1,000,000 in such Fiscal Year, if Borrower shall, within five (15) any Covenant Entity Disposes Business Days of any property such sale or assets pursuant to Section 7.05(h)disposition, (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, mandatory Term Loan prepayment in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by difference between (i) the product of (a) the outstanding principal balance of the Loan immediately prior to such sale or disposition, and (b) the quotient of (x) the Outstanding Amount Cash Gross Profit of Term Loans at Borrower generated by the assets sold or otherwise disposed of during the twelve (12) month period most-recently ended immediately prior to such time divided by sale or disposition, and (y) the sum Cash Gross Profit of Borrower for the Outstanding Amount twelve (12) month period most-recently ended immediately prior to such sale or disposition, and (ii) the difference between (i) $1,000,000 and (ii) the aggregate consideration of all assets sold and or otherwise disposed of pursuant to Section 7.4(b)(iii) within such Fiscal Year. For the Term Loans at such time and the amount avoidance of doubt, any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, received in excess of the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be payment required pursuant to this Section 2.05(b)(ii)(A2.8.1(c) with respect to such portion of such Net Cash Proceeds that shall be retained by the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Borrower.

Mandatory Prepayment. In the event that (i) Within five Business Days after the date financial statements are required to be delivered Borrower or any of its Subsidiaries receives Net Cash Proceeds arising from any Debt Incurrence (other than any Debt Incurrence under a Qualifying Term Facility that has reduced the Commitments pursuant to Section 6.01(a2.05(d)), (ii) the Borrower receives Net Cash Proceeds from any Equity Issuance or (iii) the Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $250,000,000 for any individual transaction (and in excess of $500,000,000 in the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(aaggregate) of the Nexstar Credit Agreementfrom any Asset Sale (other than an Excluded Asset Sale), in each case, the Borrower shall cause to be prepaid prepay the Loans in an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion 100% of such Net Cash Proceeds that not later than three (3) Business Days following the receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds; provided that notwithstanding the foregoing, receipt of such Net Cash Proceeds by any Subsidiaries of the Borrower other than Subsidiaries organized under the laws of the United States, any State thereof or the District of Columbia shall havenot require any prepayment of Loans to the extent such prepayment (x) would result in material adverse tax consequences or (y) is not prohibited, on delayed or prior to such daterestricted under applicable law, given written notice to in each case, as reasonably determined by the Borrower. The Borrower shall give the Administrative Agent notice of the receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds, which notice shall be at least three (3) Business Days prior to the date of such payment, with a reasonably detailed calculation of the Net Cash Proceeds, and the Administrative Agent shall promptly notify each Lender of its intent receipt of each such notice. Each prepayment of Loans shall be applied ratably to reinvest the Loans. Each prepayment shall be made by the payment of the principal amount to be prepaid and accrued interest and fees thereon to the date fixed for prepayment plus in accordance with the case of any Eurocurrency Loans, any amounts due under Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)3.04.

Mandatory Prepayment. Unless agreed to in writing by the Holder, -------------------- the Company shall be required to prepay: (i) Within five Business Days after In the date financial statements are required to be delivered pursuant to Section 6.01(a) event that the Company consummates a registered underwritten public offering covering the offer and sale of Common Stock or Common Stock Equivalents for the account of the Nexstar Credit Agreement and Company in which net proceeds to the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) Company of the Nexstar Credit Agreementpublic offering equals or exceeds $5 million (a "Public Offering"), then the Company must apply, --------------- at the request of the Holder, the Borrower shall cause proceeds of such Public Offering (to be prepaid an aggregate the extent available after payment of all Senior Indebtedness (as defined in Section 9.5 herein) to prepay the unpaid principal amount and outstanding interest of Term Loans allocated by the Nexstar Borrower to the Borrower.this Debenture; (ii) Upon an Event of Default, subject to the provisions of Section 2.1(d); (iii) Upon a Change of Control (as defined below) of the Company, in which case the Holder shall have the right, at is sole discretion, to require the Company to repurchase the Debenture upon ten (10) business days' prior written notice at a price equal to 105% of the principal amount of the Debenture plus any unpaid interest thereon. The Company shall provide the Holder with written notice within two (2) business days of a Change of Control. For purposes of this Section only, "Change of Control" means any event or series of ----------------- events by which (A) Subject any Person or group obtains a majority (by voting or otherwise) of the securities of the Company ordinarily having the right to Section 2.05(b)(ii)(B)vote in the election of directors; (B) during any two year period, individuals who at the beginning of any such two year period constituted the Board of Directors of the Company (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of the majority of the directors then still in office who were either directors at the beginning of such period or whose election, recommendation, or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; (C) the merger, consolidation, reorganization, recapitalization, dissolution or liquidation of the Company if as a result the current stockholders no longer own more than 50% of the voting securities of the Company; (1D) any Covenant Entity Disposes sale, lease, exchange or other transfer of all, or substantially all, of the assets of the Company; or (E) the adoption of a plan leading to the liquidation or dissolution of the Company; or (iv) Upon the issuance of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented subordinated indebtedness by the quotient of Company, other than the Debentures (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing"New Subordinated Debt").. --------------------

Mandatory Prepayment. (ia) Within five Business Days after the date financial statements are required to be delivered pursuant Subject to Section 6.01(a) 2.11(g), not later than the fifth Business Day following the receipt of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) Net Cash Proceeds in respect of the Nexstar Credit Agreementany Asset Sale, the Borrower shall cause to be prepaid an aggregate principal amount apply 100% of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.05(b)(ii)(C2.11(e); provided that, if (i) Holdco shall deliver a certificate of an aggregate principal amount of Term Loans equal a Financial Officer to the percentage represented by Agent at the quotient time of (x) receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the Outstanding Amount of Term Loans at such time divided by (y) the sum business of the Outstanding Amount Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the Term Loans at application of such time and the amount proceeds, then no prepayment will be required pursuant to this clause in respect of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, or the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall have, on or prior be required to prepay outstanding Loans with such date, given written notice Net Cash Proceeds only to the Administrative Agent extent that such Net Cash Proceeds are not so applied within 180 days of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event the date of Default has occurred and is then continuing)such definitive agreement.

Mandatory Prepayment. 1. If at any time the Bank, with the advice of counsel, determines that the transactions contemplated by this Agreement or any of the other Loan Documents violate any provision of Regulations T, U or X of the Federal Reserve Board, the Borrower will, upon three (3) Business Days' written notice from the Bank, either (i) Within five Business Days prepay the Loan by an amount sufficient such that, after such prepayment, the transactions contemplated by the Loan Documents will not violate any provision of Regulations T, U or X of the Federal Reserve Board (as determined by the Bank in its sole discretion), or (ii) provide for a grant to the Bank, as collateral security for the Obligations, a perfected, first priority security interest in, and lien or mortgage on, Other Collateral that is in such amounts and having such market values, liquidity, volatility, marketability, concentration and other characteristics as the Bank may, in its sole discretion, determine to be sufficient to cause, after the date financial statements are required grant of such additional security interest, the transactions contemplated by the Loan Documents not to be delivered pursuant to Section 6.01(a) violate any provision of Regulations T, U or X of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit AgreementFederal Reserve Board. In connection with such grant, the Borrower shall will execute and deliver (or cause to be prepaid an aggregate executed and delivered) a Pledge Agreement, in form and substance satisfactory to the Bank, and such agreements, financing statements, instruments, assignments, legal opinions and other documents that are, in the opinion of the Bank, necessary or advisable to grant and perfect a first priority security interest, lien or mortgage in favor of the Bank in such Other Collateral. 2. If at any time the Bank determines that the outstanding principal amount of Term Loans allocated by the Nexstar Borrower Loan equals or exceeds an amount equal to the Borrower. Margin Maintenance Limit, the Borrower will, upon two (2) Business Days' written notice from the Bank, either (i) prepay the Loan by an amount such that, after such prepayment, the outstanding principal amount of the Loan does not exceed an amount equal to the Advance Limit or (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (pledge to the extent provided thereunder) Bank, as collateral security for the Obligations, a perfected, first priority security interest in, and lien or (o)(z) or (2) any Casualty Event occursmortgage on, which Other Collateral that is in such amounts and having such market values, liquidity, volatility, marketability, concentration and other characteristics as the aggregate results Bank may, in its sole discretion, determine to be sufficient to cause, after the realization or receipt by grant of such Person additional security interest, the outstanding principal amount of Net Cash Proceedsthe Loan not to exceed an amount equal to the Advance Limit. In connection with such grant, the Borrower shall make will execute and deliver (or cause to be executed and delivered) a prepaymentPledge Agreement, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal form and substance satisfactory to the percentage represented by Bank, and such agreements, financing statements, instruments, assignments, legal opinions and other documents that are, in the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum opinion of the Outstanding Amount Bank, necessary or advisable to grant and perfect a first priority security interest, lien or mortgage in favor of the Term Loans at Bank in such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Other Collateral.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) Within five Business Days after all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date financial statements are required on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Thousand Dollars ($200,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to be delivered pursuant one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 6.01(a7.1) an amount equal to one hundred percent (100%) of the Nexstar net cash proceeds of such asset disposition (net of out-of-pocket expenses, transfer or other income taxes incurred and payable as a result of such disposition, reasonable out-of-pocket professional fees, and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (C) upon receipt of any cash proceeds by a Credit Agreement and Party from the related Group Compliance Certificate has been delivered pursuant sale of any TherapeuticsMD Warrant (or any portion thereof) or the sale of any equity interests received as a result of the exercise of the TherapeuticsMD Warrants following the Closing Date, an amount equal to Section 6.02(atwenty percent (20%) of the Nexstar Credit Agreement, net cash proceeds of such sale (net of out-of-pocket expenses and reasonable out-of-pocket professional fees incurred as a result of such sale). Notwithstanding the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h)foregoing, (i), (n), (o)(ya) (to the extent provided thereunder) so long as no Default or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing), Borrower shall have the option of applying the proceeds of any casualty policy up to $300,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be productive assets of the general type used in the business of the Borrowers and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) The Borrower shall be obliged to prepay the whole of the Loan then outstanding in the following circumstances and at the following times: (i) Within five Business Days if the Vessel is sold to any party other than the Borrower in accordance with Clause 17.16, on or before the date on which the sale is completed by delivery of the Vessel to the buyer; (ii) if there is a Total Loss, on the earlier of the date falling 180 days after the Date of Total Loss and the date of receipt by the Agent of the proceeds of insurance relating to such Total Loss; (iii) if any of the Master Agreement or the Bareboat Charter are terminated for any reason other than as contemplated by Clause 17.16(a) (Tax Lease Stage), on the date of termination of the relevant agreement; (iv) if the Time Charter is terminated for any reason by the Borrower, on the date falling six months after the date financial statements of termination unless, at that time, the Vessel has commenced service under another time charter with a charterer and on terms acceptable to each of the Banks; (v) if any Finance Document or Related Contract to which an Obligor is a party ceases to constitute its legal, solid and binding obligation enforceable in accordance with its terms (subject to any general principles of law limiting its obligations which are required specifically referred to be in any legal opinion delivered pursuant to Section 6.01(aClause 4 (Conditions Precedent)); (vi) if any Security Document ceases to create the Security Interests it purports to create with the priority as stated under each Security Document and enforceable against the trustee in bankruptcy, liquidator and creditors of the Nexstar Credit Agreement Borrower and the related Group Compliance Certificate has been any other third parties, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Section 6.02(aClause 4 (Conditions Precedent). (b) If Clause 14 (Illegality) applies in respect of a Bank (subject always to the Nexstar Credit Agreementprovisions of Clause 15 (Mitigation)), the Borrower shall cause be obliged to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which prepay that Bank’s participation in the aggregate results in the realization or receipt Loan together with all other amounts then payable by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal it to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to Bank under this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing)Agreement.