Common use of and Section 7 Clause in Contracts

and Section 7. 02. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due or (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.09, said Default or Event of Default shall for all purposes of the Notes and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Notice of Defaults . The Trustee shall, within ninety (90) days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, send to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. Undertaking to Pay Costs . All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 5.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in principal amount of the Notes at the time outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 10.

and Section 7. 02. The Trustee may refuse 16(a) of the Nexstar Credit Agreement, (B) to follow refinance or redeem any direction that it determines is unduly prejudicial of the Unsecured Notes or (C) to refinance or redeem any of the rights of any other Holder or that would involve 2010 Senior Second Lien Secured Notes and in each case the Trustee in personal liability. The Holders of a majority in aggregate principal amount of such Permitted Refinancing Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of the Indebtedness refinanced; (iv) such Indebtedness shall have a final maturity date not earlier than 180 days after the Stated Term B Maturity Date, (v) no voluntary or scheduled repayments, prepayments, redemptions, repurchases or other return of principal, cancellation of principal or like transaction shall be required (other than pursuant to customary change of control provisions or asset sale offers similar to those in the 2010 Indenture Documentation) or made with respect to the principal of such Indebtedness (including, without limitation, any redemption, defeasance, setting aside of funds, or other provision for, or assurance of, payment), (vi) if such Indebtedness being refinanced by Permitted Refinancing Indebtedness is subordinated in right of payment to the Loans and the Obligations, such Permitted Refinancing Indebtedness must be subordinated in right of payment to the Loans and Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, (vii) the obligors under the new Permitted Refinancing Indebtedness may not include any Credit Party that is not an obligor under the Indebtedness to be refinanced, and (viii) the Nexstar Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP or other large commercial law firm reasonably acceptable to the Nexstar Administrative Agent, as counsel to the Nexstar Entities, in form and substance acceptable to the Nexstar Administrative Agent in its reasonable discretion, regarding (A) the terms and conditions of such Indebtedness not conflicting with the terms or conditions of the Agreement, the Nexstar Credit Agreement, the other Nexstar Loan Documents and the Loan Documents, the Unsecured Notes, any Senior Second Lien Secured Notes, any Additional Unsecured Notes at or any Additional Subordinated Notes, and all other material contracts of the time outstanding Credit Parties, and the provisions thereof, (B) to the extent the Nexstar Administrative Agent is a control agent for such Indebtedness, (I) the granting of Liens and security interests on the Collateral to secure such Indebtedness (if any), and (II) the enforceability of the Security Documents, the Nexstar Credit Agreement and any other Loan Document, (C) the enforceability of any intercreditor agreement, subordination agreement, subordination terms of such Indebtedness (if any) or any other agreement constituting a Nexstar Loan Document or provision of any such agreement, or amendments, restatements, replacements or substitutions to any Nexstar Loan Document entered into in connection with such Indebtedness, and (D) such other matters as reasonably requested by the Nexstar Administrative Agent, (x) the Nexstar Borrower may incur additional senior second lien secured notes, such Indebtedness to be on terms and conditions, and pursuant to documentation, acceptable to the Nexstar Administrative Agent in its reasonable discretion (provided that, notwithstanding the foregoing, in no event shall such terms, conditions and documentation be less favorable in any material respect to the Lenders than the 2010 Indenture Documentation and the 2010 Intercreditor Agreement, except with respect to pricing terms) (the “Additional Senior Second Lien Secured Notes”) provided that, (1) the Consolidated Senior Secured Leverage Ratio will not exceed 5.50 to 1.00 (determined on a pro forma basis as of the date of incurrence of such Indebtedness after giving effect to the borrowing of such Indebtedness), (2) the Holders of the Additional Senior Second Lien Secured Notes and the Nexstar Administrative Agent on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except Secured Parties shall have entered into (iA) a default joinder to the 2010 Intercreditor Agreement in form and substance reasonably satisfactory to the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due parties thereto or (iiB) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.09, said Default or Event of Default shall for all purposes of the Notes and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Notice of Defaults . The Trustee shall, within ninety (90) days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, send to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. Undertaking to Pay Costs . All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 5.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in principal amount of the Notes at the time outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 10.intercreditor agreement regarding the

and Section 7. 02. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to 9); provided, however, that, notwithstanding the rights foregoing, (A) the payment of any other Holder or RSUs Consideration to U.S. persons shall be made in a manner that complies with Code Section 409A, including, if necessary, deferring the payment date until the date on which the Company RSUs would involve have been settled absent the Trustee in personal liability. The Holders of a majority in aggregate principal amount transactions contemplated by this Agreement and (B) the payment of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive RSU Consideration for Company RSUs (excluding any past Default or Event of Default hereunder and its consequences except Company PSUs) that are both (i) a default in outstanding but unvested immediately prior to the payment of accrued Effective Time and unpaid interest, if any, on, (ii) do not become vested immediately prior to or upon the principal Effective Time under the terms and conditions (including any Redemption Price and provisions regarding vesting acceleration) that apply to such Company RSUs, including due to any Fundamental Change Repurchase Priceaction of the Compensation Committee of the Company Board or the Company Board (or, in the case of unvested Company RSUs held by non-employee directors that are not scheduled to accelerate as a result of the Merger, only to the extent the Director Proposal is adopted at the Company Shareholders Meeting) ofor as otherwise set forth in Section 2.7(d) of the Company Disclosure Letter (such Company RSUs, the Notes when due or (ii) a failure by “Unvested RSUs” and the Company to pay or deliver, as the case may beRSU Consideration payable in respect thereof, the consideration due upon conversion “Contingent RSU Consideration”), shall not be paid at the Effective Time and shall instead be paid on the same vesting schedule and subject to the same vesting conditions that governed such Unvested RSUs immediately prior to the Effective Time. For the avoidance of doubt, in the event that the original vesting conditions are not satisfied as of the Notes. Upon any such waiver holder’s termination of employment or other service relationship with the Company, the Trustee and the Holders holder shall cease to be entitled to any further payments on account of the Notes Unvested RSUs. No later than five (5) Business Days prior to the Closing Date, the Company shall be restored prepare and deliver to their former positions Parent an allocation schedule which shall set forth the following information with respect to the Unvested RSUs: (a) the name of each holder of Unvested RSUs, (b) the total number of Unvested RSUs issued or granted to such holder, (c) the vesting schedule for each Unvested RSU, and rights hereunder; but no such waiver shall extend to any subsequent (d) the applicable settlement or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived payment date for each Unvested RSU that is treated as permitted by this Section 5.09, said Default or Event of Default shall “nonqualified deferred compensation” for all purposes of the Notes and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Notice of Defaults . The Trustee shall, within ninety (90) days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, send to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment Section 409A of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. Undertaking to Pay Costs . All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 5.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in principal amount of the Notes at the time outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 10Code.