Shared Contracts. With respect to the Shared Contracts, the Purchaser and the Seller shall, for a period of up to ​ following the Closing, cooperate to provide the Purchaser with the benefits under the Business Portion of each such Shared Contract (including, if possible, by means of amending such Shared Contract or entering into any licensing, operating, subcontracting, sublicensing, subleasing or

Annuity Contracts. All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or Spouse shall comply with all of the requirements of this Plan.

Material Contracts. [Schedule 5.27] sets forth all Material Contracts of the Loan Parties. All Material Contracts are in full force and effect and no material defaults currently exist thereunder.

Construction Contracts. Tenant shall furnish Landlord with true and correct copies of all construction contracts between or among Tenant, Tenant’s Contractor and all Major Subcontractors relating to the Tenant Improvements. All such contracts shall expressly provide that # the work to be performed thereunder shall be subject to the terms and conditions of this Agreement, including, without limitation, that such work shall comply with the Construction Rules and Regulations attached hereto as [Schedule 3], as may be amended and updated from time to time (“Construction Rules and Regulations”), # Tenant’s Contractor shall provide notices to Landlord of any default under the construction contract simultaneously with delivery of such notices to Tenant, and # the Tenant’s Contractor shall warrant for a period of at least one (1) year that the Tenant Improvements will be constructed in accordance with the Approved TI Construction Drawings and Plan Modifications and free from defects in workmanship and materials (such warranty shall include, without additional charge, the repair of any portion of the Building that may be damaged as a result of the removal or replacement of the defective Tenant Improvements), and that said warranty is enforceable by Landlord. Landlord’s review of

Contracts; Insurance. The Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:

Contracts; Insurance. Except as set forth in [Schedule 4.16] or filed as an exhibit to a report filed by Buyer with the SEC, the Buyer has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:

Employment Contracts. Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind.

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.

Material Contracts. [Schedule 4.1.13] lists all Material Contracts. A complete copy of each Material Contract, and all amendments thereto, has been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and in full force and effect against the Company, and, to the Knowledge of the Seller, the other parties thereto. Neither the Company, nor, to the Knowledge of the Seller, any other Person who is a party to any Material Contract is in breach or default in any material respect under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has not sent or received any written notice of breach, termination or cure with respect to any Material Contract that is not currently resolved.

Material Contracts. [Schedule 5.9(a)] hereto sets forth, as of the date hereof, a true, complete and correct list of every current written contract, agreement or commitment of the Subject Companies or the Business (together with all amendments and supplements thereto) that # provides for or is reasonably expected to provide for aggregate future payments by a Subject Company, or to a Subject Company, of more than $500,000 annually; # was entered into by a Subject Company with an officer, director or significant employee of a Subject Company (other than standard nondisclosure agreements); # is a collective bargaining agreement or other agreement with a labor union or association representing any employee; # relates to Indebtedness of a Subject Company (other than Intercompany Indebtedness) or to the mortgaging or pledging of or granting of an Encumbrance upon any of the assets of a Subject Company; # is a guaranty by a Subject Company of any Indebtedness of a third party; # is a letter of credit and bankers’ acceptance issued for the account of a Subject Company; # materially restricts a Subject Company from engaging in any business or activity anywhere in the world; or # is an employment agreement, severance agreement, consulting agreement or similar arrangement to which a Subject Company is a party (each such contract, a “Material Contract”).