For purposes of this Agreement, “​ Material Contract” shall mean:

Contracts. With regard to all Contracts that are excluded from the definition of the term “Collateral,” each Grantor covenants and agrees to exercise all of its material rights and remedies under such Contracts to which it is a party in a commercially reasonable manner consistent with the interests of the Administrative Agent and the other Secured Parties and not to take any action thereunder in contravention of the terms and provisions of the Loan Documents. Each Grantor will use commercially reasonable efforts not to enter into any Specified Contract (including leases and IP Licenses) that by its terms prohibits the assignment of such Grantor’s rights and interest thereunder in the manner contemplated by this Agreement. As to all Material Real Property consisting of leased property of any Grantor located in a jurisdiction which provides for liens of landlords imposed by statute, such Grantor shall use commercially reasonable efforts to obtain waivers from the landlords of all such real estate, in form and content reasonably acceptable to the Administrative Agent.

Contracts. Annex K contains a list of each material Contract to which the Company is a party. The Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written material Contract has been made available to Buyer. With respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Company’s material Contracts are valid, binding and enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such material Contracts and the Company has not received any notice that it is in default under or in breach of any such material Contract. Prior to the date hereof, # no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such material Contract; # to the Company’s knowledge, no other party to any such material Contract is in breach thereof or default thereunder and none of the Company or any Seller has received any notice of termination, cancellation, breach or default under any such material Contract; and # except for negotiations with customers in the ordinary course of business, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under any of the material Contracts with any Person and no such Person has made written demand for such renegotiation.

Assignment of Contracts and Rights Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim, right, or benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such asset or in any way adversely affect the rights of the Seller or Buyer thereunder Seller will use its commercially reasonable efforts (but without any payment of money by Seller/Buyer) to obtain the consent of the other parties to any Asset or any claim, right, or benefit arising thereunder for the assignment thereof to Buyer as Buyer may request If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto

Trade Contracts/Major Trade Contracts. ​ shall have delivered to ​, and ​ shall have approved, a list, certified by ​, of Trade Contractors who have been or, to the extent identified by ​, will be supplying labor or materials for the Property (the “Trades List”). In addition,

Material Contracts. [Schedule 8.15] to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date of Amendment No. 4. Borrowers and Guarantors have delivered true, correct and complete copies of such Material Contracts to Administrative Agent on or before the date of Amendment No. 4. Borrowers and Guarantors are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party to terminate any Material Contract.

Material Contracts. Contemporaneously with the delivery of each Compliance Certificate pursuant to Section 5.1, provide Agent with copies of # each Material Contract entered into since the delivery of the previous Compliance Certificate, and # each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate.

Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the [[Organization B:Organization]]’s Disclosure Schedule;

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

Emmis Contracts. Certain Contracts used in the operation of the Stations and included in group contracts of Emmis or its affiliates or otherwise were entered into by Emmis or an affiliate on behalf of or for the benefit of the LP (collectively, the “Emmis Contracts”). The material Emmis Contracts are set forth on [Schedule 4.5] attached hereto. Effective as of Closing, the Parties shall cause the LP, the LLC or Sinclair to replace or assume each Emmis Contract, as appropriate. The Parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of Emmis Contracts and to release Emmis from obligations thereunder first arising at or after the Closing, but no such consent or release is a condition to Closing. To the extent any Emmis Contract may not be assigned without such consent, and such consent is not obtained, this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment thereof until such consent is obtained, but from and after Closing and until such consent is obtained the Parties shall cooperate to provide for the LP to perform the obligations and receive the benefits thereunder.