Any entity entitled to indemnification under clause 21.2 or 21.3 shall give notice to the indemnifying party of any Losses or Claims that may be subject to indemnification, promptly after learning of such Losses or Claims, and the indemnifying party shall assume the defense of such Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses or Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses or Claims.

Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify [[Administrative Agent:Organization]] and ​ by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve ​ of its obligation to reimburse such Issuing Bank and [[Organization B:Organization]] with respect to any such LC Disbursement.

Disagreement Procedures. The Preliminary Closing Statement will not be binding upon the Parties if Emmis delivers to Sinclair written notice of its disagreement with the Preliminary Closing Statement (“Notice of Disagreement”) within 30 days after its receipt of the Preliminary Closing Statement, specifying in reasonable detail the nature and extent of such disagreement. If Emmis and Sinclair resolve all disputed items to their mutual satisfaction within 30 days after Sinclair’s receipt of the Notice of Disagreement, that resolution will be binding upon the Parties, and the Preliminary Closing Statement, with such changes, if any, as are so mutually agreed, will become the “Final Closing Statement.”

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify

Committee Procedures. The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing (including via email) by all Committee members, shall be valid acts of the Committee.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.

Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and tendering payment for such Shares. The Grantee shall pay an amount equal to the Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) # by certified or official bank check (or the equivalent thereof acceptable to the Company); # by delivery of shares of Common Stock acquired at least six months prior to the option exercise date and having a Fair Market Value (as determined as of the exercise date) equal to all or part of the Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price; or # with approval of the Committee, which shall not be unreasonably withheld, by “net exercise”, as a result of which the Grantee will receive # the number of Shares as to which the Option is to be exercised less # such number of shares of Common Stock as is equal to # the aggregate Exercise Price for the portion of the Option being exercised divided by # the fair market value on the date of exercise. “Fair Market Value” of a share of Common Stock means # if the Common Stock principally trades on a national securities exchange other than the Nasdaq Capital Market, the closing sale price of a share of Common Stock, and # if the Common Stock principally trades on the Nasdaq Capital Market or an over-the counter marketplace, the arithmetic mean of the high and low prices of a share of Common Stock (and if the mean results in a fractional cent, rounded up to the nearest cent), in each case as reported on the last trading day before the option exercise date, provided that such quotations shall have been made within the ten (10) business days preceding the applicable option exercise date. In the event shares of Common Stock are not so traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv).

Additional Procedures. Owners and Service Provider shall each designate a contact person for the purposes of administering the release of Service Provider’s Confidential and Proprietary Information. Owners’ contact person shall be responsible for # ensuring that an agreement is executed with the [[Organization C:Organization]] governing the disclosure of Service Provider Confidential and Proprietary Information consistent with Section 14.4(b) before the information is released and # making formal requests to Service Provider for the release of information designated as Service Provider’s Non-Disclosable Information. Service Provider’s contact person shall be responsible for # handling and expediting responses to Owners’ requests for release of information not specifically designated as Service Provider Disclosable Information and # conducting periodic reviews of Owners’ records listing the Recipients and purposes of disclosure of Service Provider Confidential and Proprietary Information.

An Eligible Employee who wishes to become a Member shall apply for membership in such manner as specified under the Company’s administrative procedures. In filing an application for membership, an Eligible Employee shall agree to abide by the terms and conditions of the Plan and to provide such elections, designations or other information as the Company deems necessary for the proper administration of the Plan. An application to become a Member shall be implemented as soon as reasonably practicable after its receipt.

Indemnification Procedures. If any third-party claim is commenced against a Party entitled to indemnification under [Section 9.1] or [Section 9.2] (the “Indemnified Party”), notice thereof will be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as