Exclusivity Covenant. Subject to [Section 2.6.2] (Effect of Change of Control on Exclusivity) and [Section 2.6.3] (Acquisition of Competing Product), during the Term neither Party nor its Affiliates will, directly or indirectly, # Exploit a Competing Product in the Territory or # license, sell, assign or otherwise provide rights to, or jointly develop with, a Third Party to enable such Third Party to Exploit a Competing Product in the Territory.

Financial Covenant. As long as any Commitment or Obligations are outstanding, as of the last day of each Fiscal Quarter, Sponsor, Holdings, Borrower, Pledgor, InventoryCo Parent, FinCo Parent and Developer (on a consolidated basis) shall have Unencumbered Liquidity of ​.

Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter of Holdings to exceed # for each fiscal quarter ending in 2019 (following the Closing Date), 4.50 to 1.00, # for each fiscal quarter ending in 2020, 4.50 to 1.00, # for each fiscal quarter ending in 2021, 4.00 to 1.00 and # thereafter 3.75 to 1.00; provided that, notwithstanding the foregoing, the financial covenant set forth in this [Section 8.10] shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding undrawn Letters of Credit up to $40,000,000) is greater than 30.0% of the Total Revolving Credit Commitments (such occurrence, a “Triggering Event”).

Holding Covenant. Holdings shall not have any direct Subsidiary other than the Initial Borrower.

. Except with the written consent of the Required Revolving Credit and Term A Lenders, permit the Consolidated First Lien Net Leverage Ratio on the last day of each fiscal quarter of Nexstar Media (commencing with the fiscal quarter ending on September 30, 2019[[Borrower:Organization]] to be greater than 4.25:1.00.

Liquidity Covenant. [Section 7.07] of the Credit Agreement is hereby amended to add the following:

Restrictive Covenant. During the Term and for any period of time thereafter during which Executive is continuing to receive compensation under this Agreement (the “Restrictive Period”), Executive shall not, in any capacity, whether for his own account or on behalf of any other person or organization, directly or indirectly, with or without compensation, # own, operate, manage, or control, # serve as an officer, director, partner, member, Executive, agent, consultant, advisor or developer or in any similar capacity to, # render services in any capacity, or # have any financial interest in, or aid or assist any person or enterprise engaged in any Competitive Business located in any area in which the Company owns, leases or programs a radio or television station, at any time during Executive’s employment with the Company (the “Territory”). A “Competitive Business” is a person or entity that broadcasts or transmits its on-air content primarily in the Spanish-language and which competes with any product line of or service offered by the Company (including any parent, subsidiary or affiliate). Competitive Business shall also include satellite, cable and Internet radio and television providers. It is specifically understood by Executive that SBS, the SBS Stations and SBS-affiliated television facilities or stations, if any, within the Territory (together, the “Company Entities”) are intended beneficiaries of the restrictive covenants contained in this Section. The parties agree that it will be deemed a violation of this section for Executive to render services, directly or indirectly, to any company that is in the business of owning, leasing or programming radio stations that broadcast primarily in the Spanish language during the Term or the Restrictive Period.

RESTRICTIVE COVENANT. It is mutually recognized and agreed that the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of his employment hereunder, regardless of cause, he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or the Bank to terminate employment with Company or the Bank, as the case may be, or solicit or induce any customer of Company or the Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief

Noncompetition Covenant. During the Term of this Agreement, Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer, lender or creditor or otherwise, engage, participate, assist, support or invest in any Competing Business.

Inclusive of any Qualified Cash amounts maintained in accordance with [Sections 7.20(b) and 7.20(c)])] from and after June 1, 2022, Borrower shall at all times maintain Qualified Cash in an amount of not less than $25,000,000; provided that, upon and after ​, Borrower shall at all times maintain Qualified Cash in an amount of not less than $20,000,000.