Common use of Prior to Closing Clause in Contracts

Prior to Closing. As used herein, “Compensation” shall mean the direct salaries and wages and other aggregate compensation paid to or accrued for the benefit of any employee together with all fringe benefits payable to or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser shall be responsible for and shall pay (i) all Compensation with respect to the operations of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMA.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or expiration if not used retiree medical or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing life plans maintained by Buyer) service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as may be reasonably required employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by either party)Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, and Purchaser or Seller, as the case may be, shall make such additional payment or refund as Buyer shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(kentitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) plans and health care plans, as previously afforded under the Current HMAassumed hereunder.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party)of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co- payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party)of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used herein, “Compensation” Buyer shall mean the direct salaries and wages and other aggregate compensation paid make offers of employment to or accrued each Business Employee. Except for the benefit Employment Agreements, Buyer’s offer of employment to any employee together with all fringe benefits payable to or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser shall be responsible for and shall pay Business Employee (i) shall not constitute any Contract (expressed or implied) on the part of Buyer or its Affiliates to a post-Closing employment relationship of any fixed term or duration, (ii) shall be “at will” and (iii) shall be conditioned upon such Business Employee’s successful completion of Buyer’s customary hiring process and procedures. Buyer’s offers of employment to each Business Employee shall provide that, if such Business Employee becomes a Hired Employee, the Hired Employee’s employment with Buyer (w) shall begin on the Business Day immediately following the Closing Date, (x) shall be on substantially the same terms and conditions (including with respect to wages, salary, benefits, position and location) under which the employee was employed by Seller immediately prior to the Closing Date, (y) shall provide that the amount of paid time off, sick time and vacation time (collectively, “PTO”) that the employee had accrued while employed by Seller and immediately prior to the Closing shall carry over and constitute the amount of such PTO which shall be accrued as of the commencement of the employee’s employment with Buyer, and (z) shall provide that the employee’s date of hire and service credited for purposes of vesting and eligibility to participate in any Benefit Plan shall apply as an employee with Buyer, provided that no such service credit will be provided or recognized if it would result in a duplication of benefits. Schedule 8.5(b) lists the aggregate amount of all Compensation PTO of the Business Employees as of the date of hereof. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer an update to Schedule 8.5(b) to list the aggregate amount of all PTO to be assumed by Buyer as of the Closing with respect to the operations of Hired Employees pursuant to this Section 8.5(b); provided, however, that Seller shall be solely responsible for legally transferring (including obtaining any consents required from the Property on applicable employee) any PTO that Seller proposes Buyer to assume and after the date of Closing and (ii) all Compensation which is accrued but in no event shall Buyer assume or be liable for not payable assuming any PTO that cannot be legally transferred to Buyer as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel All PTO with respect to Hired Employees (the “Supplemental Employee Expenses”) as of that accrued prior to the Closing other than Assumed PTO shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAan Excluded Liability.

Prior to Closing. As used hereinBuyer shall deliver to Sellers a notice setting forth the Known Breaches, “Compensation” shall mean the direct salaries and wages and other aggregate compensation paid to or accrued for the benefit of any employee together with all fringe benefits payable such supplemental information as shall be reasonably necessary or appropriate to enable Sellers to determine the accuracy thereof ("Breach Notice"). The Breach Notice shall be based upon the most current and reliable information reasonably available to Buyer at the time of its delivery. Within 2 Business Days after receipt of the Breach Notice, a Seller shall notify the Buyer in writing whether such Seller disapproves of the Breach Notice. If a Seller disputes the Breach Notice, or accrued fails to notify Buyer of its disapproval in the manner and within the time specified above, then the Breach Notice shall be as delivered to Seller. If a Seller disapproves a Breach Notice, then such Seller and Buyer shall use their Reasonable Best Efforts for a period of 5 Business Days to agree to the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiumsBreach Notice, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser the Breach Notice shall be responsible for amended accordingly. If a Seller and shall pay (i) Buyer cannot agree upon the Breach Notice, then the accounting firm of PricewaterhouseCoopers, or its successor, is designated to act as sole arbitrator and to decide all Compensation points of disagreement with respect to the operations Breach Notice, such decision to be binding on both parties. If such firm is unwilling or unable to serve in such capacity, the Seller and Buyer shall use Reasonable Best Efforts to designate and retain another mutually acceptable nationally-recognized accounting firm not retained for general audit purposes by either of them as the sole arbitrator under this Section 11.2(a)(ii). The costs and expenses of the Property on and after arbitrator, whether the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposesfirm designated above, vacation benefitsor otherwise designated, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued shared equally by the applicable Seller and subject to proration solely (A) if vested Buyer and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006that all Sellers object, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated then Sellers' aggregate share of the bonuses paid to costs and expenses of the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as arbitrator shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAfifty percent.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees potentially to be hired by Buyer, to the extent permitted by law Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued Closing. With respect to employees hired by Buyer ("Transferred Employees"), Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Sections 3(1) and 3(2) of ERISA, respectively) in which Buyer's similarly-situated employees are generally eligible to participate; provided, however, that all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any employee together with all fringe benefits payable pre-existing condition) to or accrued for the benefit of extent provided under such employee as welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, Buyer shall ensure, to which the employer is responsible, extent permitted by applicable law (including, without limitation, employer contributions under F.I.C.A.ERISA and the Code), fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser that service with Seller shall be responsible for and shall pay (i) all Compensation deemed to have been service with the Buyer. No such service credit must be granted with respect to the operations of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closingparticipation or eligibility in any employee pension benefit plan. For these purposesIn addition, vacation benefitsBuyer shall ensure, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent permitted by applicable law (including, without limitation, ERISA and the Code) that Transferred Employees receive credit under any welfare benefit plan of 70% Buyer for any deductibles or co-payments paid by Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as previously afforded under the Current HMAemployees of Seller.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party)of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used hereinDuring the period from the date of Seller's execution of this Agreement until Closing or the earlier termination of this Agreement, “Compensation” Seller shall: A. Except as otherwise provided in this Agreement, operate the Property through its property manager or managers ("Property Manager"), in the normal course of business and, through the Property Manager, cause the Property to be kept in its existing condition and state of repair, ordinary wear and tear and loss due to fire or other casualty excepted, subject to Section 11 below. B. Neither enter nor permit the Property Manager to enter into any new Lease (or extensions, expansions or modifications of existing Leases) without the prior written consent of Purchaser, which consent shall mean not be unreasonably withheld, denied or delayed. In the direct salaries and wages and other aggregate compensation paid event Seller desires to enter into a new lease (or accrued for the benefit extensions, expansions, or modifications of existing Leases) of any employee together with all fringe benefits payable portion of the Premises prior to Closing, Seller shall submit to Purchaser a lease proposal package describing the economic terms of the proposed new lease (or accrued for extensions, expansions, or modifications of existing Leases) ("Lease Proposal"). The Lease Proposal shall consist of financial information, if any, relating to the benefit proposed tenant, and a written summary of such employee as to which the employer is responsible, material lease terms including, without limitation, employer contributions under F.I.C.A.the following information (if applicable): (i) rent (including a description of rent inducements, fringe benefitsif any), annual bonuses(ii) lease term, unemployment compensation or other employment taxes(iii) security deposit, pension fund contributions(iv) leasing commissions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums(v) moving allowance, and pension or profit sharing, retirement, disability and other similar benefits(vi) tenant improvement allowance. Purchaser shall be responsible for and shall pay have two (i2) all Compensation with respect Business Days after its receipt of the Lease Proposal to consent to the operations terms of the Lease Proposal; provided, however, that unless a reasonable basis for refusing to give such consent is communicated to Seller in writing within such two (2) Business Day period, Purchaser shall be deemed to have consented to the terms of the Lease Proposal ("Approved Lease Proposal"). Seller agrees that it shall be a reasonable basis for refusing to consent to a Lease Proposal if Purchaser reasonably fails to approve the costs to be expended by the landlord in connection therewith (including tenant improvement costs). Prior to executing any tenant lease (or extensions, expansions, or modifications of existing Leases) prepared in accordance with the terms and conditions described in an Approved Lease Proposal, Seller shall submit a draft of such proposed new lease to Purchaser for Purchaser's approval ("Lease Draft Proposal"). Purchaser shall have three (3) Business Days after its receipt of the Lease Draft Proposal to consent to the terms of the Lease Draft Proposal; provided, however, that unless a reasonable basis for refusing to give such consent is communicated to Seller in writing within such three (3) Business Day period, Purchaser shall be deemed to have consented to the form of the Lease Draft Proposal and Seller may enter into a lease (or extensions, expansions, or modifications of existing Leases ) with such proposed tenant in accordance with the Lease Proposal and the Lease Draft Proposal. Purchaser shall bear all costs in connection with new Leases (or extensions and expansions of existing Leases) entered into pursuant to this Section 3.B (including leasing commissions, tenant improvement costs, moving costs, engineering fees and other tenant incentives), provided that the transaction contemplated hereby is consummated. C. Neither enter nor permit the Property Manager to enter into any new Service Contract or extend, renew or materially modify or amend any existing Service Contract, except those that are cancelable on not more than thirty (30) days' written notice. D. Keep the Improvements insured against fire or other hazards covered by extended coverage endorsement and comprehensive public liability insurance against claims for bodily injury, death and property damage occurring in, on or about the Premises on terms no less favorable than currently existing. E. Not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property on or any interest therein, except that Seller may enter into new Leases or extensions, expansions or modifications of existing Leases pursuant to Section 3.B above, and after except for depletions and replacements of Personal Property in the date of Closing and (ii) all Compensation which is accrued but not payable as ordinary course of the Closing operation, repair and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as maintenance of the Closing shall be treated Land and Improvements and except as accrued and a result of the exercise of a condemnation (but subject to proration solely (A) if vested and not subject Section 11 hereof). F. Promptly give written notice to expiration if not used Purchaser upon obtaining knowledge of the occurrence of any event which affects the truth or termination accuracy of any representations or warranties made by Seller in this Agreement or which would make any information contained in the event of the employee’s departure Information Package misleading or (B) to the extent of 70% of untrue in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With material respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (when taken as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAa whole.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts and are listed on Schedule 1.1(c). With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party)of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used herein, “Compensation” Seller shall mean deliver to Buyer a list of substantially all the direct salaries and wages and other aggregate compensation paid to or accrued employees who work for the benefit Stations. Buyer may interview and elect to hire such listed employees, but not any other employees of any employee together with all fringe benefits payable Seller. Buyer is obligated to or accrued for hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the benefit of Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such employee other information as Buyer may reasonably request prior to which the employer is responsibleClosing. With respect to Transferred Employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by Buyer. Buyer shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject plan for which Transferred Employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to later vesting or expiration if not used or termination in have been service with the event Buyer to the extent provided under applicable plans. In addition, Buyer shall ensure that each of the employee’s departureTransferred Employees receives credit under any welfare benefit plan of Buyer to the extent provided under applicable plans for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. With respect Notwithstanding any other provision contained herein, Buyer shall grant credit (but no cash payment) to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate each of the bonuses to be paid to such Hotel Employees Transferred Employee for 2006all unused sick leave accrued as of Closing as an employee of Seller. No later than March 31, 2007, or earlier upon Buyer shall assume and discharge Seller's liabilities for the mutual agreement payment of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown all unused vacation leave accrued by such supporting documentation employees as may be reasonably required by either party), and Purchaser or of Closing to extent Buyer receives a credit therefor from Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMA.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees potentially to be hired by Buyer, to the extent permitted by law Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued Closing. With respect to employees hired by Buyer ("Transferred Employees"), Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Sections 3(1) and 3(2) of ERISA, respectively) in which Buyer's similarly-situated employees are generally eligible to participate; provided, however, that all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any employee together with all fringe benefits payable pre-existing condition) to or accrued for the benefit of extent provided under such employee as welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such employee welfare benefit plans for which Transferred Employees may be eligible after Closing, Buyer shall ensure, to which the employer is responsible, extent permitted by applicable law (including, without limitation, employer contributions under F.I.C.A.ERISA and the Code), fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser that service with Seller shall be responsible for and shall pay (i) all Compensation deemed to have been service with the Buyer. No such service credit must be granted with respect to the operations of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closingparticipation or eligibility in any employee pension benefit plan. For these purposesIn addition, vacation benefitsBuyer shall ensure, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent permitted by applicable law (including, without limitation, ERISA and the Code) that Transferred Employees receive credit under any welfare benefit plan of 70% Buyer for any deductibles or co-payments paid by Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in their service during the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMA.current calendar year as

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party), of Closing as an employee of Seller. Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used herein(a) The assignment of the FCC Licenses in connection with the purchase and sale of the Purchased Assets pursuant to this Agreement shall be subject to the prior consent and approval of the FCC. (b) Sellers and Buyer shall promptly prepare an appropriate application for the FCC Consent pertaining to the FCC Licenses held by such Seller (collectively, the “Compensation” FCC Applications”) and shall mean file the direct salaries FCC Applications with the FCC within seven (7) Business Days of the execution of this Agreement. The cost of the FCC filing fees in connection with the FCC Applications shall be borne one-half by the Sellers collectively and wages one-half by the Buyer. (c) Buyer and Sellers shall be responsible for their respective attorney's fees in connection with the FCC Applications. Buyer and Sellers shall prosecute the FCC Applications with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the applicable FCC Consent as expeditiously as practicable and shall oppose any objections to the grant of such FCC Consent. Each party hereto agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement and (ii) compliance with the condition would have a material adverse effect upon it. The parties hereto shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the applicable FCC Consent, and no party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of such FCC Consent. No extension of such FCC Consent shall limit the exercise by either party of its rights under Section 10. Buyer and the Sellers shall each oppose any petition to deny or other aggregate compensation paid objection filed with respect to the applicable FCC Consent to the extent such petition or objection relates to such party. No Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of such FCC Consent. (a) The risk of any loss, damage, impairment, confiscation, condemnation or revocation of any of the Purchased Assets from any cause whatsoever shall be borne by the Seller that owns such Purchased Assets at all times prior to the Closing. (b) If any damage or destruction of the Purchased Assets or any other event occurs which prevents signal transmission by any Station in the normal and usual manner and Sellers cannot restore or replace the Purchased Assets so that such conditions are cured and normal and usual transmission is resumed before the Closing Date, the Closing Date shall be postponed, at Buyer’s option, for a period of up to ninety (90) days, to permit the repair or replacement of the damage or loss. (c) In the event of any damage or destruction of the Purchased Assets described above, if such Purchased Assets have not been restored or replaced and any Station’s normal and usual transmission resumed within the ninety (90) day period specified above, Buyer may terminate this Agreement forthwith without any further obligation hereunder by written notice to any Seller. Alternatively, Buyer may, at its sole option, proceed to close this Agreement and complete the restoration and replacement of such damaged Purchased Assets at Buyer’s expense after the Closing Date, in which event Sellers promptly shall deliver to Buyer following receipt thereof any insurance proceeds which it may receive prior to or accrued after Closing in connection with such damage or destruction of the Purchased Assets (such amount not to exceed Buyer’s costs and expense in 24 connection with such restoration and replacement, but in no event will Sellers be liable in the event it does not receive any insurance proceeds or if the insurance proceeds received are insufficient to cover Buyer’s costs and expenses in full). 7.3. Except as necessary for the benefit consummation of any employee together with all fringe benefits payable the transactions contemplated by this Agreement and except as and to or accrued for the benefit of such employee as to which the employer is responsibleextent required by law, including, without limitation, employer contributions disclosure requirements of federal or state securities laws and the rules and regulations of securities markets, each party will keep confidential any information obtained from the other party in connection with the transactions contemplated by this Agreement. If this Agreement is terminated, each party will return to the other party all information obtained by such party from the other party in connection with the transactions contemplated by this Agreement. 7.4. Buyer and Sellers shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under F.I.C.A.this Agreement, fringe benefitsand Buyer and each Seller shall execute such other documents as may be reasonably necessary and desirable to the implementation and consummation of this Agreement, annual bonusesand otherwise use their commercially reasonable best efforts to consummate the transaction contemplated hereby and to fulfill their obligations under this Agreement, unemployment compensation including the obligations contained in Section 6.4. Notwithstanding the foregoing, no Seller nor Buyer shall have an obligation to agree to any materially adverse change in any Purchased License or Assumed Contract to obtain a Consent required with respect thereto. The Sellers shall cooperate with Buyer to encourage each tower lessor, customer, programmer, broadcaster, engineer, utility provider, supplier or other employment taxesbusiness associate of Sellers in connection with the operation of the Stations to maintain the same business relationships with the Stations after the Closing, pension fund contributionsas applicable, vacation payas it maintained with the Stations prior to the Closing. 7.5. From the date of this Agreement until the Closing Date, sick leaveeach Seller will afford Buyer, worker’s compensationits officers, group life counsel, accountants and accidental other representatives, upon two (2) business days prior written notice, full access to the Purchased Assets and health premiumsStations and all of Sellers’ contracts, commitments and other records related to such Purchased Assets, at all reasonable times during business hours, and pension or profit sharingsuch representatives will be furnished true and complete copies of the same as such representatives may reasonably request; provided, retirementhowever, disability and other similar benefits. Purchaser that such review shall be responsible for conducted so as to not interfere unreasonably with or disrupt the business and broadcast operations of such Seller. 7.6. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article 10, each Seller shall pay promptly notify the Buyer of: (a) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (b) (i) all Compensation with the occurrence or non-occurrence of any event which has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect to the operations of the Property at any time on and or after the date of hereof and prior to the Closing and (ii) all Compensation any material failure on the part of such Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by such Seller hereunder on or after the date hereof and prior to the Closing; and 7.7. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be borne by the applicable Seller. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax shall prepare the relevant Tax Return. If Buyer is accrued but not payable as required to pay any Transfer Tax, the applicable Seller shall pay to Buyer the amount of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date Buyer notifies such Seller of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses amount of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses Transfer Taxes required to be paid by Buyer or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The applicable Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes. 7.8. The applicable Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Purchased Assets owned by such Seller and the operation of such Purchased Assets for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to such Hotel Employees Purchased Assets and the operation of such Purchased Assets for 2006any Post-Closing Tax Period. No later than March 31Buyer shall prepare and properly file, 2007consistent with past practice, all Tax Returns for any taxable period beginning on or earlier upon before and ending after the mutual agreement Closing Date (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 7.8, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between the applicable Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to and including the Closing Date and the number of days of such period after the Closing Date, and such Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the partiesStraddle Period up to and including the Closing Date, and Buyer shall be liable for the parties shall adjust Seller’s pro-rated share proportionate amount of such Taxes that is attributable to the portion of the bonuses paid to Straddle Period beginning after the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party)Closing Date. Other Taxes, and Purchaser or Seller, as the case may beif any, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that allocated between the New HMA shall initially afford applicable Seller and the Hotel Employees continuation Buyer based on a closing of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAbooks on the Closing Date.

Prior to Closing. As used herein, “Compensation” (a) The assignment of the FCC Licenses in connection with the purchase and sale of the Purchased Assets pursuant to this Agreement shall mean be subject to the direct salaries prior consent and wages approval of the FCC. (b) Each Seller and other aggregate compensation paid to or accrued Buyer shall promptly prepare an appropriate application for the benefit FCC Consent pertaining to the FCC Licenses held by such Seller (collectively, the "FCC Applications") and shall file the FCC Applications with the FCC within seven (7) Business Days of the execution of this Agreement. The cost of the FCC filing fees in connection with the FCC 20 Applications shall be borne Fifty Percent (50%) by the Sellers and Fifty Percent (50%) by the Buyer, which such FCC filings fees are not to exceed $4,500 in the aggregate irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and Seller shall be individually responsible for their respective attorney's fees in connection with the FCC Applications. Buyer and Seller shall prosecute the FCC Applications with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the applicable FCC Consent as expeditiously as practicable and shall oppose any objections to the grant of such FCC Consent. Each party hereto agrees to comply with any condition imposed on it by the FCC Consent provided that such conditions of the FCC Consent are similar in all material respects as approved by each Seller's board of directors on June 21, 2017. except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any employee together of its representations, warranties, or covenants under this Agreement and (ii) compliance with all fringe benefits payable the condition would have a material adverse effect upon it. The parties hereto shall oppose any requests for reconsideration or judicial review of the FCC Consent; provided that if the request for reconsideration or review or other challenge to the grant of such FCC Consent addresses Buyer’s characteristics or accrued conduct, or that of its principals, Buyer shall be responsible for the benefit costs of defending the FCC Applications and if the request for reconsideration or review or other challenge to the grant of such employee FCC Consent addresses a Seller's characteristics or conduct, or that of its principals, such Seller shall be responsible for the costs of defending the FCC Applications. If the Closing shall not have occurred for any reason within the original effective period of the applicable FCC Consent, and no party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of such FCC Consent. No extension of such FCC Consent shall limit the exercise by either party of its rights under Section 10. Buyer and each Seller shall each oppose any petition to deny or other objection filed with respect to the applicable FCC Consent to the extent such petition or objection relates to such party. Neither any Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of such FCC Consent. 7.2. The risk of any loss, damage, impairment, confiscation, condemnation or revocation of any of the Purchased Assets from any cause whatsoever shall be borne by the Seller that owns such Purchased Assets at all times prior to the Closing. 7.3. Except as necessary for the consummation of the transactions contemplated by this Agreement and except as and to which the employer is responsibleextent required by law, including, without limitation, employer contributions disclosure requirements of federal or state securities laws and the rules and regulations of securities markets, each party will keep confidential any information obtained from the other party in connection with the transactions contemplated by this Agreement. If this Agreement is terminated, each party will return to the other party all information obtained by such party from the other party in connection with the transactions contemplated by this Agreement. 7.4. Buyer and each Seller shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under F.I.C.A.this Agreement, fringe benefitsand Buyer and each Seller shall execute such other documents as may be reasonably necessary and desirable to the implementation and consummation of this Agreement, annual bonusesand otherwise use their commercially reasonable best efforts to consummate the transaction contemplated hereby and to fulfill their obligations under this Agreement. Notwithstanding the foregoing, unemployment compensation neither any Seller nor Buyer shall have an obligation to agree to any materially adverse change in any License or Assumed Contract to obtain a Consent required with respect thereto. 7.5. From the date of this Agreement until the Closing Date, each Seller will afford Buyer, its officers, counsel, accountants and other representatives, upon two (2) business days prior written notice, full access to the Purchased Assets and Stations owned by such Seller and all of such Seller’s contracts, commitments and other records related to such Purchased Assets, at all reasonable times during business hours, and such representatives will be furnished true and complete copies of the same as such representatives may reasonably request; provided, however, that such review shall be conducted so as to not interfere unreasonably with or disrupt the business and broadcast operations of such Seller. 7.6. From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article 10, each Seller shall promptly notify the Buyer of: (a) any notice or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser shall be responsible for and shall pay communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (b) (i) all Compensation with the occurrence or non-occurrence of any event which has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect to the operations of the Property at any time on and or after the date of hereof and prior to the Closing and (ii) all Compensation any material failure on the part of such Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by such Seller hereunder on or after the date hereof and prior to the Closing; and 7.7. All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be borne by the applicable Seller. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax shall prepare the relevant Tax Return. If Buyer is accrued but not payable as required to pay any Transfer Tax, the applicable Seller shall pay to Buyer the amount of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date Buyer notifies such Seller of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses amount of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses Transfer Taxes required to be paid by Buyer or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The applicable Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes. 7.8. The applicable Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Purchased Assets owned by such Seller and the operation of such Purchased Assets for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to such Hotel Employees Purchased Assets and the operation of such Purchased Assets for 2006any Post-Closing Tax Period. No later than March 31Buyer shall prepare and properly file, 2007consistent with past practice, all Tax Returns for any taxable period beginning on or earlier upon before and ending after the mutual agreement Closing Date (a “Straddle Period”). Notwithstanding anything to the contrary in this Section 7.8, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between the applicable Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to and including the Closing Date and the number of days of such period after the Closing Date, and such Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the partiesStraddle Period up to the Closing Date, and Buyer shall be liable for the parties shall adjust Seller’s pro-rated share proportionate amount of such Taxes that is attributable to the portion of the bonuses paid to Straddle Period beginning after the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party)Closing Date. Other Taxes, and Purchaser or Seller, as the case may beif any, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that allocated between the New HMA shall initially afford applicable Seller and the Hotel Employees continuation Buyer based on a closing of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAbooks on the Closing Date.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall mean the direct salaries provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required by either party), of Closing as an employee of Seller. Buyer shall assume and Purchaser or discharge Seller, as 's liabilities for the case may be, shall make such additional payment or refund as shall be required of all unused vacation leave accrued by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation employees as of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.

Prior to Closing. As used hereinSellers shall, at Sellers’ cost and expense, (i) commence the work relating to the installation of a new generator at the Sedgwick Facility sufficient to satisfy the notice of violation from CMS with respect to the Sedgwick Facility before remedies are enforced or penalties assessed by CMS (the “CompensationSedgwick Generator Work”) and (ii) repair the roof at the Haysville Facility sufficient to repair the hail damage to the roof and any damage to that Facility due to leaks caused by such damage (the “Haysville Roof Work” and, together with the Sedgwick Generator Work, the “Work”). Sellers shall mean cause the direct salaries Work to be performed in a good and wages and other aggregate compensation paid to or accrued workmanlike manner, in accordance with the contracts for the benefit Work and all applicable codes, ordinances and laws, including with respect to the Sedgwick Generator Work, the requirements of CMS. Upon completion of the Sedgwick Generator Work, Sellers shall obtain confirmation from CMS that the notice of violation issue by CMS with respect to the generator has been remedied. Sellers shall pay all costs of the Work and if any employee together with all fringe benefits payable to mechanic’s or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation materialmen’s or other employment taxeslien is filed against the Property in respect of material supplied or work done in connection with the Work, pension fund contributionswhether before or after Closing, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Sellers shall be responsible for the timely payment and/or discharge of such lien. Buyer and its representatives shall pay (i) all Compensation with respect have reasonable access to the operations Sedgwick Facility and the Haysville Facility to observe the Work. Sellers shall provide Buyer with written notice of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as completion of the Work and Sellers and Buyer will conduct an inspection of the Work. Following the inspection, Buyer shall provide Seller with a written list of any defects, omissions or other items of construction in the Work not constructed or furnished as required herein to the reasonable satisfaction of Buyer. Sellers shall cause all such defects, omissions or other items noted by Buyer to be promptly completed, corrected or repaired as soon as reasonably possible. In the event that any of the Work, or any defects, omissions or other items noted by Buyer, are not completed, corrected or repaired and fully paid for on or before Closing, then an amount sufficient to fully pay for all costs and expenses to complete, correct or repair the Work following Closing shall be deducted from the Purchase Price proceeds payable to Sellers and for which Purchaser is credited at Closing. For these purposesdeposited in a non-interest bearing escrow account to be held, vacation benefits, sick leave, annual bonuses paid and related payroll expenses disbursed following Closing pursuant to the terms of Hotel Employees a capital repairs escrow agreement reasonably acceptable to Sellers and Buyer (the “Supplemental Employee ExpensesCapital Repairs Escrow Agreement”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMA.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of employees of the Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees but not any other employees of Seller without written consent of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts), “Compensation” which are included in the Station Contracts. With respect to employees hired by Buyer("Transferred Employees"), Seller shall mean to the direct salaries extent permitted by law provide Buyer access to its personnel records and wages and such other aggregate compensation paid information as Buyer may reasonably request prior to or accrued for the benefit of any employee together with all fringe benefits payable Closing. With respect to or accrued for the benefit of such employee as to which the employer is responsiblehired employees, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall pay (i) all Compensation with respect to the operations not be excluded from coverage on account of the Property on and after the date of Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to proration solely (A) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bany pre-existing condition) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of the bonuses to be Buyer for any deductibles or co-payments paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by such supporting documentation employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as may be reasonably required of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by either party)such employees as of Closing. From and after the Closing, Buyer shall cooperate with the reasonable requests of Seller to continue to withhold from the paychecks of Transferred Employees who have outstanding loan balances in Seller's 401(k) Savings Plan, and Purchaser or Seller, as the case may be, Buyer shall make remit such additional payment or refund as shall be required by amounts to Seller in a timely fashion such adjustment. Purchaser acknowledges that the New HMA shall initially afford outstanding loans do not go into default. Notwithstanding the Hotel Employees continuation of all rights foregoing, Seller has represented that there are no employees currently under Operator’s existing Section 401(k) plans employment contracts with KFON and health care plansthere are therefore no employees, as previously afforded under the Current HMAwhich Buyer is obligated by this agreement to hire.

Prior to Closing. As used hereinSeller shall deliver to Buyer a list of substantially all the employees who work for KKFR(FM) and a list of employees of who work for KEYI-FM and KXPK-FM that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, “Compensation” shall mean but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the direct salaries and wages and other aggregate compensation paid to or accrued for Station Contracts. Certain of the benefit employees under employment contracts will be terminated as of any employee together with all fringe benefits payable to or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiumsClosing by Buyer, and pension or profit sharingBuyer will be responsible for all amounts owed to such employees in respect of periods on and after the Closing. With respect to employees hired by Buyer ("Transferred Employees"), retirementto the extent permitted by law, disability Seller shall provide Buyer access to its personnel records and such other similar benefitsinformation as Buyer may reasonably request prior to Closing. Purchaser With respect to such hired employees, Seller shall be responsible for and shall pay (i) the payment of all Compensation compensation payable by it with respect to the operations of the Property on and after the date of periods prior to Closing and (ii) all Compensation which is accrued but not payable as of the Closing and for which Purchaser is credited at Closing. For these purposes, vacation benefits, sick leave, annual bonuses and related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing thereafter Buyer shall be treated responsible for all such obligations payable by it under the terms of applicable employee benefits plans. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as accrued defined in Section 3(1) and subject 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to proration solely participate; provided, however, that all such employees and their spouses and dependents, who are currently covered by Seller's plan(s), shall be eligible for coverage immediately after Closing (Aand shall not be excluded from coverage on account of any pre-existing condition unless such persons are excluded from Seller's plan on account of any pre-existing condition, such persons to receive credit towards any pre-existing condition waiting period under Buyer's plan(s) if vested and not subject to expiration if not used or termination in the event of the employee’s departure or (Bextend such credit was earned towards any pre-existing waiting period under Seller's plan(s)) to the extent of 70% provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to accrued bonuses plan for 2006which such employees may be eligible after Closing, Seller’s pro-rated share at Closing Buyer shall ensure that service with Seller shall be based upon Operator’s reasonable estimate deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles and co-payments paid by such employees and dependents for the bonuses to be paid to such Hotel Employees for 2006. No later than March 31current plan year under a plan maintained by Seller, 2007and at Buyer's request, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts Seller will produce a report of such bonuses (credits as shown soon as administratively possible. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such supporting documentation employees as may be reasonably required by either party), and Purchaser or Seller, as the case may be, shall make such additional payment or refund as shall be required by such adjustment. Purchaser acknowledges that the New HMA shall initially afford the Hotel Employees continuation of all rights under Operator’s existing Section 401(k) plans and health care plans, as previously afforded under the Current HMAClosing.