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) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), 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 amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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.

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) 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the related Compliance Certificate has been delivered Lenders pursuant to Section 6.02(a7.01(a)(iii) (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 and Nexstar Term Loans all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (allocated between in the Term Loans and Nexstar Term Loans at case of payments made by the discretion of the Borrower) equal Borrowers pursuant 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 DateSection 2.05(b)(i), 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 that the Total Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are 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 each of payments made by the immediately preceding clauses (1) and (2Borrowers 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 prepayments are not funded with payments). Notwithstanding the proceeds of Indebtedness or foregoing, Excess Cash Flow shall exclude any Specified Equity Contribution; provided that amounts attributable to periods prior to (ax) 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 Effective Date and (by) in the ECF Percentage shall be 0% if case of any Person that becomes a Subsidiary of the Consolidated First Lien Leverage Ratio for Parent after the fiscal year covered by Effective Date pursuant to a Permitted Acquisition, the consummation date of such financial statements was less than or equal to 2.5:1.0Permitted Acquisition.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Mission Term Loans (allocated between the Term Loans and Nexstar Mission 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 Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Mission 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 Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Nexstar Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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.

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 after of the date financial statements are 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 delivered pursuant offered to prepay the First Priority Term Loans as set forth in Section 6.01(a2.16(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 the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower (y) such Net Cash Proceeds thereof shall cause not be required to be prepaid an aggregate principal amount of offered to prepay the First Priority Term Loans and Nexstar Term Loans (allocated between as set forth in Section 2.16(h) if the Term Loans and Nexstar Term Loans 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 discretion time of the Borrower) equal to such incurrence minus 2.0 (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 from the first full fiscal year ending after the Closing Dateterm of such ratio), minus (B) the sum of (1) all voluntary prepayments of Term Loans and Nexstar Term Loans (; provided that, further that with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsany unsecured Indebtedness permitted under Section 6.1(n)(ii), 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 amount of such payments, in the case of each 50% of the immediately preceding clauses (1) and (2Net 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), to the extent 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.

Mandatory Prepayment. (ia) Within five (5) Business Days after of the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)consummation of any Qualifying Debt Transaction, the Borrower Issuers shall cause to be prepaid applied an aggregate principal amount equal to the Sterling Equivalent of Term Loans and Nexstar Term Loans (allocated between the Term Loans and Nexstar Term Loans at the discretion 80.0% of the Borrowertotal gross proceeds raised in respect of such Qualifying Debt Transaction against prepayment of any accrued and unpaid interest on, and outstanding principal amount, of this Note, together with the Future Loss Payoff Amount; provided that GFI and its Subsidiaries shall be entitled to retain and exclude from the calculation and prepayment requirement above an amount (the “Retained QDT Proceeds”) equal to from all Qualifying Debt Transactions since the Issue Date not exceeding in the aggregate the sum of (A) 50the lesser of (x) $750,000,000 (or its dollar equivalent) and (y) the amount of such total gross proceeds that (1) are used or will be used to repay GHI’s then outstanding 7.200% Senior Notes due 2021 and 7.625% Senior Notes due 2021, (2) are used or will be used to pay reasonable fees (including discounts, premiums and commissions), expenses, interest and other costs related to such percentage as it may Qualifying Debt Transaction or the payoff of such Senior Notes and (3) are used or will be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by used to fund such financial statements (commencing other uses in a manner substantially consistent with the first full fiscal year ending after uses described by the Closing Date), minus Issuers to the Holder in writing prior to the Issue Date (including any reserves established for any such uses) plus (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 any applicable Required Retention Amount; provided, further that in connection with any amounts constituting Retained QDT Proceeds, (x) at the time of such determination no Event of Default has occurred and is continuing (or would result therefrom) and (y) the Administrative Issuer has, on or prior to consummate such prepayment the date of consummation of any Qualifying Debt Transaction, delivered a certificate signed by a Senior Officer of the Administrative Issuer to the Holder with supporting evidence in reasonable detail as to the calculation of the Retained QDT Proceeds, including amounts retained pursuant to clause (A) above and the Required Retention Amount set forth in clause (B) above and certifying that an amount equal to the Required Retention Amount shall be included in such calculation) during such fiscal year contributed to GMICO to avoid a capital deficiency giving rise to the Required Retention Amount. It is understood and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year agreed that to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by Issuers or any of their Subsidiaries no longer need or intend in good faith to so apply any amounts constituting Retained QDT Proceeds pursuant to clause (A)(y) or clause (B) above for the amount of uses set forth therein (including any such payments, in the case of each of the immediately preceding clauses (1) and (2amounts held or reserved for such uses), such amounts no longer so needed or intended to be so applied shall be subject to prepayment pursuant to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that calculation set forth in this clause (a) within five (5) Business Days of such determination without giving regard to the ECF Percentage shall be 25% if the Consolidated First Lien Leverage Ratio for the fiscal year covered previous retention of Retained QDT Proceeds 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 2.5:1.0amount.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), 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 amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. 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), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) 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 Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions or other similar Investments and Capital Expenditures within the later of (x) 1218 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 1218 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Electionthe receipt of the applicable Net Cash Proceeds, an amount equal to the Asset Percentage of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05.; provided further that any cash payment by the Borrower or any Covenant Entity that would qualify as a reinvestment pursuant to the provisions above made within 180 days prior to the receipt of such Net Cash Proceeds or, if applicable, after the definitive documentation in respect of the applicable Disposition giving rise to such Net Cash Proceeds, if elected by the Borrower in a written notice to the Administrative Agent, shall be deemed to be a reinvestment of such Net Cash Proceeds. On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to the Asset Percentage of any such Net Cash Proceeds realized or received. If any Covenant Entity incurs or issues any (A) Refinancing Term Loans, (B) Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall (1) designate such Term Loans to be prepaid (other than in the case of a prepayment pursuant to subclause (C)) and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds. If the Borrower obtains any Refinancing Revolving Commitments, the Borrower shall, concurrently with the receipt thereof, terminate Revolving Credit Commitments under the 2018 Revolving Credit Tranche and/or the 2020 Revolving Credit Tranche, as applicable, in an equivalent amount pursuant to Section 2.06.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Representative 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 Original Signing 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 prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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 Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 3.0:1.0 and greater than 2.5:1.0 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.0:1.0.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Mission Term Loans (allocated between the Term Loans and Nexstar Mission 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 Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Mission 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 Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments and/or Nexstar Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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.

Mandatory Prepayment. (i) Within (x) For the fiscal year ending 2014, 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 Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement and (y) at all times thereafter, within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans, Nexstar Term Loans and Nexstar Mission Term Loans (allocated between the Term Loans, Nexstar Term Loans and Nexstar Mission 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 DateDecember 31, 2014), minus (B) the sum of (1) all voluntary prepayments of Term Loans, Nexstar Term Loans (other than the Nexstar Fifth Amendment Voluntary Prepayment) and Nexstar Mission Term Loans (provided that, with respect to Discounted Voluntary Prepayments, Nexstar Discounted Voluntary Prepayments and Nexstar Mission 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, Nexstar Revolving Credit Loans and Nexstar Mission Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments, Nexstar Revolving Credit Commitments and/or Nexstar Mission Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or 77 any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis.

Mandatory Prepayment. (i) Within five Business Days after a)Subject to the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)second succeeding sentence, the Borrower shall cause prepay the Bridge Loans ratably in accordance with the aggregate outstanding principal balances thereof, with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of the Debt Securities, or any debt or equity securities of the Borrower or the Parent, or any Subsidiary of the Borrower issued after the Closing Date (other than the securities listed on Schedule 2.4 hereto), (ii) the incurrence of any other Indebtedness by the Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date and (iii) any Asset Sale by the Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date (other than an Asset Sale permitted under Section 4.10 and subject to the requirements of the indentures of the Borrower and the Diamond Indentures, in each case, in existence as of the date hereof) (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). With respect to any securities the net proceeds of which are used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B (as described on Schedule 2.4 attached hereto), on the date that such securities are issued, the Borrower shall prepay the Bridge Loans in accordance with this Section 2.4 in an amount equal to the net proceeds used or to be used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B. The Bridge Loans prepaid by the Borrower in accordance with this Section 2.4 shall be paid in the following order of priority: first, the Series C Bridge Loans, second, the Series B Bridge Loans, and third, the Series A Bridge Loans. Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the fifth Business Day following any Capital Markets Transaction, apply such Net Cash Proceeds or excess available cash to prepay the Bridge 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 Term the Bridge Loans to be prepaid, plus accrued 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 unpaid interest thereon to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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 2.5:1.0Prepayment Date.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the SecondThird Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis.

Mandatory Prepayment. (i) Within five Business Days after Contemporaneously with the date delivery to the Agents and the Lenders of audited annual financial statements are pursuant to Section 7.01(a)(iii) (the “Excess Cash Flow Application Date”), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2023, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 75% of any Excess Cash Flow of the Administrative Borrower and its Subsidiaries for such Fiscal Year) in excess of $10,000,000. Notwithstanding the foregoing, the amount of Loans required to be delivered repaid pursuant to this Section 6.01(a2.05(c)(i) and for any Fiscal Year shall be reduced on a dollar for dollar basis by the related Compliance Certificate has been delivered pursuant to Section 6.02(a), 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 optional prepayments of Term Loans and Nexstar Term Loans (provided that, with respect made pursuant 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 calculationSection 2.05(b) during such fiscal year and Fiscal Year (2) all voluntary other than optional 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 amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded made with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (aIndebtedness) or, without duplication of any amount which would reduce the ECF Percentage shall amount of Loans required to be 25% if the Consolidated First Lien Leverage Ratio repaid pursuant to this Section 2.05(c) for the fiscal year covered by next Fiscal Year, any optional prepayments of the Term Loans made pursuant to Section 2.05(b) following the last day of such financial statements was less Fiscal Year and prior to the applicable Excess Cash Flow Application Date for such Fiscal Year (other than optional prepayments made with the proceeds of any Indebtedness). Any Excess Cash Flow payment made pursuant to this Section 2.05(c)(i) shall exclude the portion of Excess Cash Flow that is attributable to any Person or equal line of business acquired pursuant to 3.0:1.0 a Permitted Acquisition or Investment permitted hereunder and greater than 2.5:1.0 and (b) that accrues prior to the ECF Percentage shall be 0% if closing date of the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than applicable Permitted Acquisition or equal to 2.5:1.0Investment permitted hereunder.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), 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 Signing 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 prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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 Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 3.0:1.0 and greater than 2.5:1.0 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.0:1.0.

Mandatory Prepayment. (i) Within i)Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Second Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided further that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans and Nexstar Group Term Loans (allocated between among the Term Loans and Nexstar Group 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 Dateended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans and Nexstar Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the First Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments and Nexstar Discounted Voluntary Prepaymentsunder any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Revolving Credit Loans and Nexstar Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments and/or Nexstar Revolving Credit Commitments, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.0:1.0 3.25:1.00 and greater than 2.5:1.0 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.02.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis.

Mandatory Prepayment. To the extent that the aggregate consideration for the payment or prepayment of principal of, or redemption, purchase, retirement, defeasance (iincluding in-substance or legal defeasance) Within five of Remaining 2022 Notes (including at the stated maturity thereof, pursuant to the basket set forth in Section 7.06(n)(B)(i) or otherwise, but excluding pursuant to the baskets set forth in Section 7.06(n)(B)(ii) and 7.06(n)(B)(iii)) exceeds $22,950,000.00 (any such payment in excess thereof, a “Remaining 2022 Notes Excess Repayment”), not later than 5 Business Days after such Remaining 2022 Notes Excess Repayment, the Borrower shall make (or cause to be made) a prepayment in an amount equal to such Remaining 2022 Notes Excess Repayment to be applied, first, pro rata to outstanding L/C Borrowings and, second, to Cash Collateralize Letters of Credit issued hereunder, provided that the amount of such Cash Collateralization may be decreased on a dollar-for-dollar basis to the extent the Borrower elects to and makes an L/C Commitment reduction of unused L/C Commitments pursuant to Section 2.06(a) prior to 5 Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount applicable Remaining 2022 Notes Excess Repayment. Each prepayment 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 amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent 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 L/C Borrowings under this clause (b) the ECF Percentage shall be 0% if paid to the Consolidated First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.5:1.0L/C Borrowings in accordance with their respective Applicable Percentages.