Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

Contracts. Seller has caused the Company to deliver to Buyer complete and correct copies of all written contracts, together with amendments thereto, and accurate descriptions of all material terms to any oral contracts, which are in full force and effect. No event has occurred that constitutes a default or may result in a right of acceleration, termination or any similar right by any party (or which, but for the passage of time or the giving of notice, would constitute a default or result in such a right of acceleration, termination or similar right) under any existing Company contract, it being understood that as of the date of Closing, two contracts between the Company and its former affiliates shall terminate and be of no further force or effect, being # ​ – TESI Service Agreement dated December 1, 2009, and # Tidewater Utilities, Inc. – TESI Service Agreement dated July 26, 2006.

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. Except as set forth on [Schedule 4.16], each of the Assumed Contracts is assignable to Purchaser without the consent of a party other than Purchaser, remains in full force and effect and is otherwise enforceable. Except a set forth on [Schedule 4.16], no event has occurred or circumstance exists which, with the giving of notice or the lapse of time or both, would constitute a default or an event of default by [[Organization A:Organization]] or, to [[Organization A:Organization]]’s Knowledge, any third party under any of the Assumed Contracts.

Contracts. Each of the Contracts listed in [Schedule 3.16] (collectively, the “Material Contracts”) is valid and binding on the Company and in full force and effect and, assuming due execution and delivery by the other parties thereto, is enforceable in accordance with its terms by the Company. The Company is not in breach or default under any Material Contract, nor does any condition exist that, with notice or lapse of time or both, would constitute a breach or default in any respect thereunder by the Company or that would result in material liability to the Company. To the Knowledge of the Company, # no other party to any Material Contract is in default thereunder and # no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, no other party to any Material Contract has repudiated any material provision of any Material Contract. The Company is not disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company under such Material Contract or any other material term or provision thereof.

Contracts. Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially or fully performed or expired by their terms, the contracts listed as exhibits to or described in the SEC Reports that are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.

Except as set forth in [Schedule 4.6(a)], none of the Seller Entities is a party to any:

Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on Contracts.

Contracts. For purposes of this Agreement “Contract” means contracts, agreements, arrangements or understandings, whether written or oral and whether express or implied to which Sangre is a party (each, a “Contract”). Each Contract listed on [Schedule 2.2(n)] hereto is legal, valid, binding, and enforceable and is in full force and effect. Neither Sangre nor any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any Contract, nor has Sangre received any claim of any such breach, violation or default. The Contracts listed in [Schedule 2.2(n)] herein represent all Contracts which Sangre is bound by.

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.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Assigned Contracts. Except as specified on [Schedule 2.03(a)], the Assigned Contracts are freely assignable by Seller to Purchaser, have not been modified, pledged, assigned, or amended. Each Assigned Contract is valid and binding on Seller and the applicable third party in accordance with its terms and is in full force and effect. Neither Seller nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been provided to Purchaser. There are no disputes pending or threatened under any Assigned Contract and all work performed thereunder by Seller has been performed in accordance with all applicable laws.

Burdensome Contracts. No Borrower or its Domestic Subsidiaries is party or subject to any Restrictive Agreement, except as shown on [Schedule 9.1.15], as such schedule may be updated from time to time to add Restrictive Agreements entered into by a Borrower or such Subsidiary after the Closing Date; provided, that any such Restrictive Agreement shall be otherwise permitted to be entered into pursuant to the terms hereunder. No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by a Borrower.

Material Contracts. Set forth on [Schedule 5.21(h)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a complete and accurate list of all Material Contracts of the ​ and its Subsidiaries.

Contractors and Contracts. ​ and ​ have selected Oltman’s Construction (the “General Contractor”) as the general contractor for the construction of the Improvements. ​ shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. ​ may also directly retain contractors under lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to ​’s reasonable approval. If ​ does not receive ​’s response within five (5) business days of ​’s request for approval of a Contractor, ​’s selection of such Contractor shall be deemed approved. ​ shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor trades for each of ​’s Work and the ​ Improvements, which subcontractors shall be approved by each of ​ and ​ in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected subcontractor bids, ​ shall develop an estimate of the ​ Improvement Costs (as defined below) and the cost of ​’s Work. (​ and ​ acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) ​ shall promptly submit the schedule for the ​’s Work and the ​ Improvements and the cost estimate of ​’s Work and the ​ Improvement Costs to ​ for review. Within five (5) business days after ​’s submission to ​ of the schedule and cost estimates for the ​’s Work and ten (10) business days after ​’s submission to ​ of the schedule and cost estimates for the ​ Improvements, ​ shall either # approve such schedule and cost estimate and, in the case of the ​ Improvement Costs, be obligated to pay for the amount of ​’s