Tax Returns. Upon demand by the Administrative Agent or a Lender, copies of all federal, State and local Tax returns and reports filed by the Borrower, or in which the Borrower was included on a consolidated or combined basis (excluding sales, use and like taxes).

Tax Matters. The Company will withhold required federal, state and local taxes from any and all payments to Employee. Other than the Company’s obligation and right to withhold federal, state and local taxes, Employee will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the Retention Incentives, including but not limited to, those imposed under Internal Revenue Code Section 409A (“[Section 409A]”). To the extent that this Agreement is subject to Section 409A, Employee and the Company agree that the terms and conditions of this Agreement will be construed and interpreted to the maximum extent reasonably possible to comply with and avoid the imputation of any tax, penalty or interest under Section 409A.

Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

Tax Withholding. In connection with any payments to a Participant or other event under this Plan that gives rise to a federal, state, local or other tax withholding obligation relating to this Plan (including, without limitation, FICA tax), # the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to such Participant whether or not pursuant to this Plan or # the Committee shall be entitled to require that such Participant remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy the amount required by law to be withheld.

All payments under the Plan shall be subject to federal, state and local income tax withholding and other legally required deductions.

Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

Tax Matters. Notwithstanding anything to the contrary in the LP Agreement:

Tax Controversies. After Closing, Sinclair shall notify Emmis of any Tax audits, disputes and proceedings that relate to any Taxes of the LP or the LLC for a Pre-Closing Period and Emmis shall control such matter, and shall permit Sinclair to participate in any such matter, and shall not settle or resolve any such matter without the prior consent of Sinclair, which shall not be unreasonably withheld. If any such Tax audit, dispute or proceeding relates to a Straddle Period, Sinclair shall control such matter, and shall permit Emmis to participate in any such matter, and shall not settle or resolve any such matter without the prior consent of Emmis, which shall not be unreasonably withheld. Sinclair, in its sole discretion, may make an election described under Section 6226(a) of the Code for any taxable year of the LP or LLC for which such election is available, and Emmis shall, and shall cause its affiliates to, cooperate with Sinclair in all matters with respect to such election.

Tax Treatment. Sinclair and Emmis agree to treat the purchase and sale of the Purchased Interests as a transaction governed by Revenue Ruling 99-6, situation 1 for U.S. federal income tax purposes (and for purposes of any applicable U.S. state tax Laws).