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 re-allocated pursuant to the terms of Section 10.20 to maintain Group Facilities Ratable Status.

For the purpose of the definitions of “Majority Lenders”, “Required Revolving Credit Lenders”, “Required Term Lenders” and “Required Revolving Credit and Term A Lenders” and for the purpose of maintaining Group Facilities Ratable Status under [Section 10.20], # the term “Class” shall also include Group Lenders, Group Commitments, Group Loans and Group Borrowings under the other Group Credit Agreements that are designated as “Constitutes Same Class With” on its Facilities Schedule (or the applicable numbered supplement thereto[[Borrower:Organization]]. For the avoidance of doubt, the Term A-3 Loans do not “Constitute Same Class With” any other Group Loans.

The parties hereto acknowledge and agree that # on the Second Amendment Effective Date and at all times thereafter during the term of this Agreement, each Revolving Credit Lender hereunder shall be a Group Revolving Credit Lender under each other Group Credit Agreement with a Group Revolving Credit Facility thereunder and shall hold the same percentage of Revolving Credit Borrowings, Revolving Credit Exposure and Revolving Credit Commitments under this Agreement as its holdings of Group Revolving Credit Borrowings, Group Revolving Credit Exposure and Group Revolving Credit Commitments under each other Group Credit Agreement, respectively (such pro rata holdings referred to as the “Group Revolving Credit Facility Ratable Status”), # on the Second Amendment Effective Date and at all times thereafter during the term of this Agreement, each Term Lender holding Second Amendment Effective Date Term Loans constituting Term A Loans hereunder (if any[[Borrower:Organization]] shall be a Group Term Lender under each other Group Credit Agreement with Group Second Amendment Effective Date Term Loans constituting Term A Loans thereunder and shall hold the same percentage of Second Amendment Effective Date Term Loans constituting Term A Loans under this Agreement (if any[[Borrower:Organization]] as its holdings of Group Second Amendment Effective Date Term Loans constituting Term A Loans under each other Group Credit Agreement (such pro rata holdings referred to as the “Group Second Amendment Effective Date Term A Loans Ratable Status”), # on the Second Amendment Effective Date and at all times thereafter during the term of this Agreement, each Term Lender holding Second Amendment Effective Date Term Loans constituting Term B Loans hereunder shall be a Group Term Lender under each other Group Credit Agreement with Group Second Amendment Effective Date Term Loans constituting Term B Loans thereunder and shall hold the same percentage of Second Amendment Effective Date Term Loans constituting Term B Loans under this Agreement as its holdings of Group Second Amendment Effective Date Term Loans constituting Term B Loans under each other Group Credit Agreement (such pro rata holdings referred to as the “Group Second Amendment Effective Date Term B Loans Ratable Status”) and # upon the incurrence of any Refinancing Revolving Commitments or Refinancing Term Loans and thereafter during the term of this Agreement, to the extent the Borrower has designated any Group Refinancing Revolving Commitments or Group Refinancing Term Loans under other Group Credit Agreements as constituting the same Class, each Lender holding such Refinancing Revolving Commitments or Refinancing Term Loans shall be a Group Lender under each other Group Credit Agreement with such Group Refinancing Revolving Commitments or Group Refinancing Term Loans and shall hold the same percentage of Refinancing Revolving Commitments or Refinancing Term Loans under this Agreement as its holdings of Group Refinancing Revolving Commitments of the same Class or Group Refinancing Term Loans of the same Class under each other Group Credit Agreement (such pro rata holdings referred to as the “Group Refinancing Loans Ratable Status”). The Group Revolving Credit Facility Ratable Status, the Group Second Amendment Effective Date Term A Loans Ratable Status, the Group Second Amendment Effective Date Term B Loans Ratable Status and the Group Refinancing Loans Ratable Status are collectively referred to herein as the “Group Facilities Ratable Status”.

“Group Refinancing Loans Ratable Status” has the meaning specified in Section 10.20(b[[WXXA Borrower:Organization]].

“Group Second Amendment Effective Date Term A Loans Ratable Status” has the meaning specified in Section 10.20(b[[Borrower:Organization]].

“Common Terms” means, solely to the extent there is one or more Classes of Group Commitments or Group Loans that are designated on the Facilities Schedule hereto as “Constitutes Same Class With” the applicable Commitments or Loans under this Agreement, the following provisions in such Group Credit Agreement: # Section 10.20 and any other provision requiring re-allocation among the Group Facilities to achieve ratable status, # any provision requiring comparable action to be taken under other Group Credit Agreements, # the definitions of “Group”, the second paragraph of “Class”, “Majority Lenders”, “Required Revolving Credit Lenders”, “Required Term Lenders”, “Required Revolving Credit and Term A Lenders”, # any designation of any Group Loans or Group Commitments as belonging to the same “Class”, # any provision affecting the pricing of any Class of Loans or Commitments and # any other provision with respect to which there is a comparable provision in the Nexstar Credit Agreement or any of the other VIE Credit Agreements with respect to which the Nexstar Borrower and the Administrative Agent have jointly determined, both acting reasonably, that a similar amendment would be required; provided that comparable provisions of each Group Credit Agreement shall maintain the same section and clause numbers.

No Group. The Company acknowledges that, to the Company’s knowledge, each Holder is acting independently in connection with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as such term is defined under Section 13(d) of the Securities Act and the rules and regulations promulgated thereunder.

Partnership Group. “Partnership Group” shall mean the Company, the Partnership, and all direct and indirect subsidiaries of the Company and the Partnership.

Aggregation Group. An "Aggregation Group" shall mean each plan of the Company or of an Affiliated Company in which a Key Employee is a participant, and each plan of the Company or of an Affiliated Company that enables the plan(s) containing a Key Employee to meet the antidiscrimination requirements of Code [Sections 401(a)(4) or 410]0], including terminating or terminated plans maintained within the last five years ending on the Determination Date that would, but for such plan termination, be part of the Aggregation Group. The Company can elect to include in the Aggregation Group any plan not otherwise required to be included, if such group, after such election, would continue to meet the antidiscrimination requirements of Code [Sections 401(a)(4) and 410]0]; provided, however, that any such plan will not be otherwise deemed a Top-heavy Plan by reason of such election.

Group, Inc. maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by Group, Inc.’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Group, Inc.’s internal control over financial reporting is effective and Group, Inc. is not aware of any material weaknesses in its internal control over financial reporting;