Section # Collateral Matters; Protective Advances.

Section # Collateral and Guaranty Matters 171170

Section # Collateral and Guaranty Matters................................ 104

Disclosed Matters. Since the Sixth Amendment Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Labor Matters. There are no strikes, slowdowns, work stoppages, or controversies pending or, to the knowledge of either Borrower, threatened against either Borrower or any of its respective Restricted Subsidiaries which could have, either individually or in the aggregate, a Material Adverse Effect.

Tax Matters. Except as set forth in [Schedule 4.13]: # [[Organization A:Organization]] has timely filed all applicable federal, state and local tax returns, sales tax returns, escheat or unclaimed property returns, informational returns, reports and declarations of estimated tax required to be filed by it (without regard to extensions of time permitted by law, regulation or otherwise) with respect to all taxes applicable to that [[Organization A:Organization]] and its business (the “[[Organization A:Organization]] Tax Returns”); # no claim has been made by any authority in a jurisdiction where [[Organization A:Organization]] does not file [[Organization A:Organization]] Tax Returns that [[Organization A:Organization]] is or may be subject to taxation by that jurisdiction; # [[Organization A:Organization]] has timely paid all taxes owing by it except taxes which have not yet become due and payable and for which adequate provision has been made in the Financial Statements; # all taxes which [[Organization A:Organization]] is required to withhold or collect have been properly withheld or collected and paid over or are being paid over to proper governmental authorities, as required; # no waiver of any statute of limitations has been given or is in effect with respect to any [[Organization A:Organization]] Tax Returns or taxes for which [[Organization A:Organization]] is or may be liable; # [[Organization A:Organization]]’s Tax Returns filed are accurate and complete; and # there are no tax liens on any of the assets or properties of [[Organization A:Organization]]. Neither the Internal Revenue Service nor any other taxing authority has requested to examine or audit any [[Organization A:Organization]] Tax Returns or has asserted, is now asserting or threatening to assert against [[Organization A:Organization]], any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith, and no basis exists for such an assertion.

Environmental Matters. [[Organization A:Organization]] has not received notification from any governmental authority advising it that any Leased Real Property is in violation of any law relating to hazardous materials or hazardous substances, as those terms may be used in local, state or federal law. None of the Leased Real Property has been used by [[Organization A:Organization]] to handle, treat, store, or dispose of any hazardous or toxic waste or substance, nor is any of such real property, including all soils, ground waters, and surface waters located on, in, or under the real property, known by [[Organization A:Organization]] to be contaminated with pollutants or other substances which contamination may give rise to a clean-up obligation under any law. All operations conducted by [[Organization A:Organization]] on such Leased Real Property have been and are in material compliance with all federal, state, and local laws, permits, licenses, and authorizations related to environmental compliance and control.

Tax Matters. Except as set forth on [Schedule 3.17]: # the Company has timely filed all Tax Returns required to have been filed by it; # all such Tax Returns are accurate and complete in all material respects; # the Company has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); # the Company has complied in all material respects with all applicable Laws relating to Tax; # the Company is not currently the beneficiary of any extension of time within which to file any Tax Return; # there is no current Action against the Company in writing by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction; # there are no pending or ongoing audits of the Company’s Tax Returns by a Governmental Authority of which the Company has received notice thereof; # the Company has not requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, with respect to Taxes that would apply to any Tax periods ending after the Closing Date; # there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; # no unpaid Tax deficiency has been asserted in writing against or with respect to the Company by any Governmental Authority which Tax remains unpaid; # the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; # the Company has not granted or is subject to, any waiver of the period of limitations for the assessment of Tax for any currently open taxable period; # the Company is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder with respect to a change in accounting methods made prior to the Closing; # the Company is not a party to any Tax allocation or sharing agreement (other than an agreement (such as a lease) the principal purpose of which is not the sharing or allocation of Tax); # there is no Contract or Benefit Plan covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company by reason of [Section 280G] or Section 162(m) of the Code, and no arrangement exists pursuant to which the Company or Buyer will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; # the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations [Section 1.6011-4(b)(1)])] that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations [Section 1.6011-4]4]; # no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; # the Company has not taken any action outside of the Ordinary Course of Business that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; # the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; # the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; # no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and # no Seller is a “foreign person” for purposes of Section 1445 of the Code.

Environmental Matters. The Company has complied in all respects with all applicable Environmental Laws, and the Company has not received written notice or, to the Knowledge of the Company, other notice of any Actions pending or threatened against the Company or is assets (including the Leased Premises) relating to applicable Environmental Laws, Environmental Permits or Environmental Conditions. The Company has not had any environmental audits, environmental assessments, reports, sampling results, correspondence with Governmental Authorities or other environmental documents relating to the Company’s past or current properties, facilities or operation. There are no Hazardous Materials that are being stored or are otherwise present on, under or about the Leased Premises, or, to the Knowledge of the Company, any real property formerly owned, leased or operated by the Company. The Company has not disposed of, or arranged to dispose of, Hazardous Materials at a disposal facility in a manner or to a location that has resulted or will result in liability to the Company under or relating to Environmental Laws. To the Knowledge of the Company, the Company has not released any Hazardous Materials on, under or about any real property constituting or connected with the Leased Premises, that requires investigation or remediation pursuant to Environmental Law or that otherwise is in violation of any requirement of any Environmental Law.

Unless otherwise agreed among Emmis and Sinclair and except for the individual set forth on [Schedule 4.9], Sinclair shall offer employment to all persons employed by Emmis immediately prior to Closing that either # regularly report to the Stations for work or # whose primary responsibilities and duties relate to operation and management of the Stations, with substantially the same position and base pay as in effect immediately preceding the Closing. Each employee who accepts such offer shall be referred to herein as a “Transferred Employee”). A Transferred Employee shall become an employee of Sinclair as of the “Transfer Date,” which, for each Transferred Employee, shall be the Closing Date, except with respect to any Transferred Employee who is not actively at work as of the Closing Date, in which case the Transfer Date shall be the date that such Transferred Employee returns to work for Sinclair, provided that such return occurs within ninety (90) days after the Closing Date or such later time as may be required by applicable Law.