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Additional Borrowers
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Additional VIE Borrowers . Notwithstanding anything herein or in any Loan Document to the contrary, a Variable Interest Entity of Nexstar Media may become a “VIE Borrower” hereunder in accordance with the terms of [Section 10.26] of the Nexstar Credit Agreement. Upon consummation of a transaction adding such VIE Borrower, the Group Facilities of the same Class may be reallocated pursuant to the terms of [Section 10.20] to maintain Group Facilities Ratable Status.

Upon at least ten Business Days’ notice to the Administrative Agent and the relevant Lenders, the Parent Borrower may designate any Qualified Subsidiary as an additional borrower (“Additional Borrower”), provided that on or prior to the effective date of such designation, the Administrative Agent shall have received # an Assumption Agreement to this Agreement executed by such Qualified Subsidiary, (ii) (x) if such Qualified Subsidiary is a Domestic Subsidiary, an assumption agreement to the US Guarantee Agreement executed by such Qualified Subsidiary (unless such Qualified Subsidiary is already a party to the US Guarantee Agreement), # if such Qualified Subsidiary is a Foreign Subsidiary organized under the laws of an Initial Borrower Foreign Jurisdiction, an assumption agreement to the Foreign Guarantee Agreement executed by such Qualified Subsidiary (unless such Qualified Subsidiary is already a party to the Foreign Guarantee Agreement) and # if such Qualified Subsidiary is a Foreign Subsidiary that is not organized under the laws of an Initial Borrower Foreign Jurisdiction, an assumption agreement to the Foreign Guarantee Agreement executed by such Qualified Subsidiary (unless such Qualified Subsidiary is already a party to the Foreign Guarantee Agreement) and any Wholly-Owned Subsidiary of the Parent Borrower that is not an Insignificant Subsidiary, organized under the laws of the jurisdiction under which such Qualified Subsidiary is organized (unless such Wholly-Owned Subsidiary is already a party to the Foreign Guarantee Agreement), # a certificate of such Qualified Subsidiary and, as applicable, each such New Jurisdiction Additional Borrower Subsidiary Guarantor, substantially in the form of [Exhibit B], with appropriate insertions and attachments, # a long form good standing certificate or equivalent thereof for such Qualified Subsidiary and, as applicable, each such New Jurisdiction Additional Borrower Subsidiary Guarantor, from its jurisdiction of organization or formation (to the extent relevant in such jurisdiction), # an opinion, addressed to the Administrative Agent and each of the Lenders and dated the date of designation, from counsel to such Qualified Subsidiary and, as applicable, each such New Jurisdiction Additional Borrower Subsidiary Guarantor, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and # such other documentation and/or certificates as the Administrative Agent may reasonably request (including, without limitation, documentation as any Lender may reasonably request, through the Administrative Agent, that is required in order to comply with any applicable “know your customer” or AML Legislation). Upon such delivery such Qualified Subsidiary shall for all purposes of this Agreement be an Additional Borrower and a party to this Agreement.

[[Insight NA:Organization]]

Borrowers’ Agent. Each of Borrowers hereby irrevocably appoints Borrower Representative as its agent, attorney-in-fact and [[Organization A:Organization]] representative for all purposes, including requesting disbursement of the Term Loan Advance and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent or any Lender. Agent may rely, and shall be fully protected in relying, on any request for the Term Loan Advance, disbursement instruction, report, information or any other notice or communication made or given by Borrower Representative, whether in its own name or on behalf of one or more of the other Borrowers, and Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected thereby.

[[Company:Organization]] WHOLESALE, INC.

Co-Borrowers. The handling of this credit facility as a co-borrowing facility with a Borrower Agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Lenders nor the Agent shall incur any liability to the Borrowers as a result thereof. To induce the Agent and the Lenders to do so and in consideration thereof, each Borrower hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrower Agent or any other action taken by the Agent or any Lender with respect to this Section except due to willful misconduct or gross (not mere) negligence by the indemnified party.

Designated Borrowers. (a) [[Toro:Organization]] may at any time, upon not less than 15 Business Days’ notice from [[Toro:Organization]] to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary of [[Toro:Organization]] (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of [Exhibit G] (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(xi)] and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Subsidiary Borrowers to the extent any Lenders so require. If the Administrative Agent and each of the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder (provided, for the avoidance of doubt, that any Lender may be entitled to reject any Applicant Borrower as a Designated Borrower hereunder to the extent that such Applicant Borrower is organized under the laws of a jurisdiction other than the United States or a political subdivision thereof, and such Lender may not legally lend to, establish credit for the account of, or do any business whatsoever with such Applicant Borrower), then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, such information as may be requested pursuant to [Section 4.01(a)(xi)] and other documents or information, the Administrative Agent shall send a notice in substantially the form of [Exhibit H] (a “Designated Borrower Notice”) to [[Toro:Organization]] and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Subsidiary Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Multiple Borrowers. Each Borrower hereby agrees to the terms and conditions set forth on Addendum 4 attached hereto.

Multiple Borrowers. Each Loan Party hereby agrees to the terms and conditions set forth on Addendum 4 attached hereto.

Designated Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Wholly-Owned Foreign Subsidiary of the Company (other than an Excluded Subsidiary) (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Revolving Lender) a duly executed notice in substantially the form of [Exhibit I] (a “Designated Borrower Request”). If the Administrative Agent and each Revolving Lender agree that an Applicant Borrower shall be entitled to receive Revolving Loans hereunder, then the Administrative Agent shall send an agreement in substantially the form of [Exhibit J] (a “Designated Borrower Joinder Agreement”) to the Company and the Revolving Lenders specifying # the additional terms and conditions applicable to Revolving Loans to such Applicant Borrower and # the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Lenders agrees to permit such Designated Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Lenders in their reasonable discretion, a Parent Guaranty signed by the Company guaranteeing the Obligations of any new Designated Borrower and Notes signed by such new Designated Borrowers to the extent any Revolving Lenders so require.

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