Common use of Seller’s Covenants Clause in Contracts

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as contemplated by Schedule 1.3 and subject to the LMA (as applicable), and except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notnot materially adversely modify any of the FCC Licenses, or take any action or fail to take any action if such action or failure to act would result in a materially adverse modification to any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets for purposes of, among other things, installing equipment relating to certain master control functions and traffic systems, transferring certain traffic information and the training of traffic staff, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business operation of the Stations; (e) provide Buyer copies of internal monthly statements of operations regarding the Stations on an unconsolidated basis promptly after generation by Seller and in the form generated by Seller and any other financial information for the Stations reasonably requested by Buyer; (f) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Stations, except for bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; and (g) not, other than in the ordinary course of business in accordance business, enter into new Station Contracts or amend any existing Station Contracts, except that Seller shall, prior to Closing, use commercially reasonable efforts (with past practice, make material changes no obligation to succeed) to extend (i) the compensation Fox network affiliation agreement for WFTX (Cape Coral) for a period of no less than two (2) years from the current expiration date thereof and on terms no more onerous to Buyer than are the terms to Seller or employment agreements WFTX under the existing Fox network affiliation agreement and (ii) the CBS network affiliation agreement for KMTV (Omaha) for a period of any employee of no less than two (2) years from the Stations other current expiration date thereof and on terms no more onerous to Buyer than those are the terms to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding or KMTV under the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting CBS network affiliation agreement.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) continue to promote and advertise the Stations consistent with past practice, make any capital expenses previously budgeted by Seller for the Stations for such period, and otherwise operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notnot materially adversely modify any of the FCC Licenses or materially change the format of any of the Stations, or, other than in the ordinary course of business in accordance with past practicepractice (and with replacement of any items that should be replaced in accordance with such practices), sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations, and provide to Buyer copies of any unaudited monthly results of operation of the Stations generated in the ordinary course of business; (e) after Seller publicly announces the transaction contemplated hereby and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Stations' facilities that are included in the Station Assets during normal business hours, provided, however, that such access shall not interfere with the Stations' business; (i) notify Buyer promptly if a Station is off the air for a continuous period of eight (8) hours or more or a Station's normal broadcast transmissions are interrupted or impaired in any material respect for a continuous period of 48 hours or more, (ii) maintain the Stations' inventories of spare parts and expendable supplies at levels in the ordinary course of business consistent with past practice, and (iii) maintain the Tangible Personal Property in the ordinary course of business consistent with past practice, and in the event of any loss or damage thereto, replace the lost or damaged items in the ordinary course of business; and (g) comply with reasonable requests of Buyer to request ordinary course renewals or cancellations of any of the Station Contracts, and, unless pursuant to Buyer's request or consent, and except for those terminable on ninety (90) days or less notice without penalty, not enter into any new Station Contracts (other than Time Sales Agreements or Trade Agreements) that involve a post-Closing term of more than one year or a post-Closing expense to Buyer in excess of $100,000 per Station Contract or that is with an Affiliate of Seller (unless the terms are no less favorable to the Stations than could be obtained on an arms-length basis from an unaffiliated third party).

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) make any capital expenses previously budgeted by Seller (corporate approved only) for the Stations for such period, and otherwise operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notnot materially adversely modify any of the FCC Licenses or change the format of any of the Stations, or, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, not make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; andTransferred Employees (defined below), except annual ordinary course compensation adjustments consistent with past practice; (f) make available to Buyer, and authorize and direct its accountants to cooperate and make available to BuyerBuyer and its accountants, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations, including in connection with any registration statement, report or other document which Buyer files with the Securities and Exchange Commission, the New York Stock Exchange, Inc. or any other applicable regulatory authority; and (g) other than with respect to those shared with a station other than the Stations, (i) comply with Buyer's requests for ordinary course renewals or cancellations effective as of the Closing Date of any of the Station Contracts, and (ii) unless pursuant to Buyer's request or consent, and except for those terminable on ninety (90) days or less notice without penalty, not enter into any new Station Contracts except those entered into in the ordinary course of business that involve a post-Closing term of more than one year or a post-Closing expense to Buyer in excess of $100,000 per Station Contract or $1,000,000 in the aggregate for all such Station Contracts.

Seller’s Covenants. Seller covenants Between the end of the Investigation Period and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by Closing Date (or termination of this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Agreement) Seller shall: (a) operate operate, manage and maintain the Stations Property in the ordinary course of business consistent with past practice Seller’s business, and in all material respects substantially in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orderspresent practices; (b) notfrom and after the Effective Date, not without the prior consent of Buyer, which consent shall not unreasonably be withheld prior to the end of the Investigation Period, but which may be withheld in Buyer’s sole discretion thereafter, and which consent shall be deemed given if not denied by notice, including the reasons therefore if consent is requested prior to the end of the Investigation Period, given by Buyer to Seller within three (3) business days after the giving of Seller’s request for consent: (i) other than as contemplated in the ordinary course of business in accordance with past practice, sell, paragraphs 6.3(b)(vi) and (vii) below enter into any new lease or dispose occupancy agreement affecting the Property; (ii) amend any Tenant Occupancy Lease except as may be permitted under the terms of or agree EXHIBIT S to selladdress the outcome of ongoing negotiations with Xxxxxxxxx Xxxxxxx regarding additional expansion rights (and such amendment shall be subject to Buyer’s consent, lease or dispose of any of the Station Assetswhich consent shall not unreasonably be withheld), or create, assume or permit to exist (iii) amend any Liens upon the Station Assets, except for Permitted LiensContract; (c) furnish Buyer with such information relating not transfer or enter into any contract to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business transfer any of the StationsProperty or Tenant Occupancy Leases or Contracts or create on the Property any easements, liens, mortgages, encumbrances or other interests which will survive the Closing; (d) after Seller publicly announces not enter into any Contract which is not terminable upon thirty (30) days’ notice, or amend or waive any rights which survive the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsClosing under any Contract; (e) not, other than in comply with the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee terms of the Stations other than those to be retained by Seller after ClosingTenant Occupancy Leases; and (f) make available cooperate with Buyer in obtaining the Existing Lender’s consent to the conveyance of the Property to Buyer subject to the Existing Deed of Trust and Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding ’s assumption of the Stations as is maintained by Seller on a basis not consolidated with other stations.Existing Loan;

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate From the Stations Effective Date until the Closing, Seller shall, or shall cause the Company to: (i) operate, manage, and maintain the Business in the ordinary course of business in a manner consistent with past practice and in all material respects with past practice, provided, however, regardless of whether it is in accordance the ordinary course or past practice of the Company, the Company shall not contract to sell, sell or convey any lot or home or dwelling (or agree to construct any home or dwelling) with FCC rules any affiliated party of the Company, including, without limitation, any owner, officer, manager, sales agent, employee, vendor, or independent contractor, whether in writing or oral, without the prior written approval of Purchaser, which consent may be withheld in Purchaser’s sole and regulations absolute discretion; (ii) perform its obligations under the Service Contracts, mortgages/deeds of trust, and other agreements binding on Seller or the Company relating to the Real Property in all material respects and make modifications thereto in the ordinary course of business; (iii) maintain in full force and effect the insurance policies currently in effect; (iv) comply with all laws applicable to the Company, use, or occupancy thereof and promptly deliver to Purchaser copies of all written notices of any violations thereof, and promptly notify Purchaser of all judgments, claims, and litigation affecting Seller (solely as it relates to the Membership Interests) or the Company; (v) promptly notify Purchaser of the institution of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Company, the Seller (solely as it relates to the Membership Interests), and/or the Real Property and of any such proceedings which are to Seller’s knowledge threatened after the date hereof; (vi) promptly after the delivery or receipt thereof, deliver to Purchaser copies of all notices concerning the Company, which relate to the Service Contracts, releases of Hazardous Materials affecting the Real Property, or any actual or threatened condemnation of the Real Property or any portion thereof given by or on behalf of any Federal, state, or local agency, and copies of all other applicable lawscorrespondence sent, regulationsfiled, rules served on, or received by Seller from any federal, state, or local agency affecting the Real Property from and ordersafter the Effective Date; (vii) with respect to both Seller and the Company, timely file all Tax Returns required to be filed and pay all Taxes required to be paid when due for tax periods ending on or before the Closing Date; and (viii) timely make all regular payments of interest and principal on the Existing Mortgage Financing which become due and payable on or prior to the Closing Date, and comply with all of the terms of the Existing Mortgage Financing and neither modify any of the terms of the Existing Mortgage Financing nor request the holder of the Existing Mortgage Financing to waive any of its terms without, in each instance, the purchaser’s prior written approval. (b) From the Effective Date until the Closing, Seller shall not, to the extent the same would be binding on or affect the Real Property or any owner thereof after the Closing, and except as permitted under 6.01(a), other than in the ordinary course of business without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed: (i) except as permitted under Section 9.01(a)(ii), amend, modify (other than non-material amendments or modifications), terminate or renew any of the Service Contracts; (ii) except as already contemplated by the Company, and disclosed to Purchaser on Schedule III, enter into any new Service Contracts; (iii) affirmatively (whether by action or inaction) subject the Real Property to any additional liens, encumbrances, covenants, or easements, except to the extent required by purchase agreements for Real Property and as required for the construction of homes in accordance with past practice, the ordinary course of business; (iv) enter into any agreement which would require the consent of a third-party to consummate the transactions contemplated by this Agreement; (v) sell, lease transfer, encumber, or dispose change the status of title of all or any portion of the Real Property or the Membership Interests except as required for the construction and sale of homes in the ordinary course of business; (vi) change or attempt to change, directly or indirectly, the current zoning of the Real Property, unless more favorable zoning; (vii) cancel, amend, or modify any certificate, approval, license, or permit held by the Company with respect to the Real Property; (viii) make any capital improvements or alterations or changes to the Real Property except those necessary to prevent loss of life, personal injury, or property damage in emergency situations and except for the construction and sale of homes in the ordinary course of business; (ix) take any action in respect of any litigation or proceeding in respect of the Real Property which shall have a Material Adverse Effect on the Real Property; provided, however, nothing shall preclude Seller from filing appropriate pleadings prior to the answer date or pursuant to an order of the court or administrative body; (x) settle or compromise or agree to sell, lease any settlement or dispose compromise of any of the Station Assets, insurance or create, assume condemnation claim or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) notaward, other than in the ordinary course of business; (xi) amend or modify any of the Organizational Documents; (xii) permit the Company to acquire or agree to acquire any business or any other entity, or otherwise acquire or agree to acquire any assets, or otherwise conduct any business activities of whatever nature or kind other than in accordance the ordinary course of business of operating the Real Property; (xiii) permit the Company to make any material changes in its present accounting methods, except as required by law, rule, regulation, or GAAP, or other method currently used by the Company; or (xiv) permit the Company to: (A) amend any previously filed Tax Return in a manner that could adversely affect Purchaser; (B) make, change, or rescind any express or deemed material election relating to Taxes; (C) materially change any of its methods of reporting income or deductions for Federal income tax purposes, except as may be required by applicable law; or (D) file any material Tax Return other than in a manner consistent with past custom and practice, make material changes . (c) Purchaser may perform a final walk-through of the Real Property and the Company Office with written notice to Seller no less than five (5) Business Days prior to the compensation Closing Date. Seller shall obtain that access for Purchaser. Seller or employment agreements a representative for Seller may accompany Purchaser on said walk-through. (d) Seller shall not, and shall not authorize or permit any of Seller’s affiliates or any employee of the Stations Seller Related Parties or the Company to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other than those instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be retained by Seller after Closing; and (f) make available to Buyerterminated, and authorize its accountants shall cause Seller’s affiliates, Seller Related Parties and the Company to cooperate immediately cease and make available cause to Buyerbe terminated, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated all existing discussions or negotiations with other stations.any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (fe) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, and except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice (including but not limited to completion of capital expense projects in accordance with Seller’s fiscal year ended 2007 budget) and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders, and use commercially reasonable efforts to preserve intact the business, operations and assets of the Station and maintain its relationships with employees, suppliers and customers; (b) notnot sell, assign, transfer or materially adversely modify any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station’s business and the Station Assets, and, through a representative designated by Seller, the Station’s employees, and furnish Buyer with such information relating to the Station Assets as and the Station employees that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business operation of the StationsStation; (de) at Buyer’s sole cost and expense, provide Buyer any financial information regarding the Station that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station; (f) except as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable (or make any new commitment to pay severance pay that would be binding on Buyer) to any employee of the Station, except for bonuses and other compensation payable by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested other station sales by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsSeller; (eg) notnot enter into any contract or other agreement which, other than if in effect on the ordinary course date hereof, would be a Material Station Contract or amend any existing Material Station Contracts; (h) not knowingly waive any right of business material value under a Station Contract, or change the manner in accordance with past practicewhich Seller applies GAAP unless required by GAAP or law, make material changes to the compensation or employment agreements and give Buyer notice of any employee of the Stations other than those to be retained by Seller after Closingmaterial change in Seller’s accounting practices and policies; and (fi) make available use commercially reasonable efforts to Buyer, cause the Station Contract for the Daily Buzz to be modified or amended so as to extend the term of the Daily Buzz Station Contract through May 2007 and authorize its accountants to cooperate provide the Station with retransmission consent rights to multi-channel video programming distributors within the Station’s DMA and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding where the Stations as Station is maintained by Seller on a basis not consolidated with other stationssignificantly viewed.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, not materially adversely modify any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsStation; (e) at Buyer’s sole cost and expense, provide Buyer any financial information regarding the Station that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station; (f) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Station, except for bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; and (g) not, other than in the ordinary course of business in accordance with past practicebusiness, make material changes to the compensation enter into new Station Contracts or employment agreements of amend any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting Station Contracts.

Seller’s Covenants. (i) The Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in Seller has the ordinary course of business consistent with past practice requisite capacity and in all material respects in accordance with FCC rules authority to enter into and regulations perform this Agreement and with all any other applicable laws, regulations, rules and ordersdocuments that are to be executed by its pursuant to this Agreement (the "Sellers’ Completion Documents"); (b) notthis Agreement and the Sellers’ Completion Documents will, other than in the ordinary course of business when executed by it, constitute binding obligations on Seller enforceable in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Lienstheir respective terms; (c) furnish Buyer with such information relating no administration order has been made, no petition for one has been presented and no notice of intention to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business appoint an administrator has been given in respect of the StationsSeller; (d) after no administrator, receiver or administrative receiver has been appointed in respect of the Seller publicly announces or any of its assets and no application for the transaction contemplated appointment of an administrator has been made by this Agreement and files this Agreement the Seller in accordance with the FCC, then, when reasonably requested by Buyer, provide Buyer access to out of court procedure under the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsEnterprise Act 2002; (e) notthe Seller has not failed, nor is unable, to pay any of his debts as they fall due, within the meaning of section 123 of the Insolvency Act 1986; (f) no voluntary arrangement has been proposed under section 1 of the Insolvency Act 1986 in respect of the Seller and the Seller has not made or proposed any arrangement or composition with its creditors or any class of them; (g) no steps have been taken to obtain a moratorium under Schedule A1 of the Insolvency Act 1986 or otherwise in respect of the Seller; (h) no distress, execution or other than process has been levied on the Seller’s assets or action taken at the Seller’s address to repossess goods in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee possession of the Stations other than those Seller; (i) no unsatisfied judgment is outstanding against the Seller and no demand has been served on the Seller under section 123(1)(a) of the Insolvency Act 1986; (j) no meeting to be retained by approve a compromise or scheme of arrangement under the Companies Act 2006 has been convened and no such compromise or scheme has been agreed to or sanctioned in respect of the Seller; (k) the Seller after Closinghas not entered into any compromise or arrangement with its creditors or any class of its creditors generally; (l) the Seller is not insolvent according to any laws in any relevant jurisdiction; (m) if the Seller makes a claim for breach of Warranty (as defined in the Minority Sale Agreement), indemnity or a Tax Claim (as defined in the Minority Sale Agreement) under the Minority Sale Agreement (a "MSA claim") it shall notify the Purchaser in writing as soon as reasonably practicable; and (fn) make available if the Seller receives payment in satisfaction of a MSA claim it shall: (i) notify the Purchaser immediately in writing; (ii) pay to Buyerthe Purchaser an amount equal to 50% of the amount received in satisfaction of the MSA claim, and authorize its accountants net of any costs (including attorneys’ fees) of enforcement, within 5 days of the date payment is received in settlement of a MSA claim in cleared funds; and (iii) any payment made to cooperate and make available the Purchaser shall be treated as an adjustment to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsConsideration.

Seller’s Covenants. Seller covenants and agrees with respect to that from the Stations that, between Execution Date until the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller it shall: (a) operate Grant to Buyer and its counsel, accountants and representatives reasonable access during normal business hours to (i) all properties, books, accounts, records, tax returns, contracts and documents of or relating to the Stations Company and the business, finances, assets and properties of the Company and (ii) all employees, agents and consultants with whom the Company has business or other dealings; and to furnish or cause to be furnished to Buyer or its counsel all data and information concerning the business, assets, finances and properties of the Company as may be reasonably requested; (b) carry on the Business diligently, in the ordinary course consistent with past practices, and in substantially the same manner as it previously had been carried out, and not to make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that vary materially from those methods used by the Company as of the date of this Agreement; (c) use its best efforts (i) to preserve its business organization intact and (ii) to preserve its present relationships with suppliers, regulators, customers and others having business relationships with the Company; (d) not amend its Operating Agreement; issue any Membership Interests; issue or create any warrants, obligations, subscriptions, options or other commitments under which any additional Membership Interests might be directly or indirectly authorized, issued or transferred from the Company; or agree to do any of the foregoing acts; (e) use its best efforts to continue to carry its existing or comparable insurance; (f) except in the ordinary course of business and consistent with past practice, not grant or agree to grant any increase in salaries, bonus or other compensation payable or to become payable by it to any officer, employee or representative; increase or create benefits payable to any officer, employee or representative under any bonus or pension plan, employee benefit plan or other contract or commitment; or modify any collective bargaining agreement to which it is a party or by which it is bound; (g) not do or agree to do any of the following acts, other than in the ordinary course of business consistent with past practice and practice, without the consent of Buyer, which consent shall not be unreasonably withheld: (i) enter into any contract, commitment or transaction; however, any transaction which is under engagement by the Company as of the Execution Date will remain for the benefit of the principals of the Seller only. (ii) except for a co-location lease with Time Warner, make any capital expenditures in all material respects excess of $5,000 individually or $10,000 in accordance with FCC rules and regulations and with all other applicable lawsthe aggregate, regulations, rules and ordersor enter into any lease of capital equipment or property under which the annual lease charge is in excess of $5,000; (biii) notsell, transfer, encumber, retire, abandon or dispose of any property of the Company; (iv) pay any obligation or liability, fixed or contingent, other than current liabilities and obligations disclosed in this Agreement or the Schedules hereto; (v) except for credits to Baton Rouge and Greater New Orleans, waive or compromise any right or claim; (vi) cancel, without full payment, any note, loan or other obligation owed to the Company; (vii) discharge or satisfy any security interest, lien or encumbrance; (viii) mortgage, pledge or subject to lien, charge or encumbrance any of the Company's assets; (ix) make any loans to any person or entity; (x) incur any indebtedness for borrowed money to any person or entity except for trade payables incurred in the ordinary course of business; (xi) settle or compromise any of the actions, suits or proceedings described in response to Section 2.13; (xii) take any action or omit to take any action which could cause a material breach or violation of (in and of itself, with the giving of notice, passage of time or both) any contract, agreement, commitment or obligation or any federal, state, foreign, territorial or possessions law, rule, regulation, order or notice; or (xiii) fail to pay its payables in the ordinary course of business in accordance consistent with past practice; (h) not to declare, sellset aside or pay any money or make any distribution with respect to its Membership Interests, lease directly or dispose indirectly purchase, redeem or otherwise acquire any Membership Interests, enter into any agreement obligating it to do any of the foregoing acts or cause the Company to borrow any funds; (i) not to modify, amend, cancel or terminate any of its existing contracts or agreements, or agree to sell, lease or dispose of do any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assetsforegoing acts, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practicebusiness; (j) to refrain from entering into any agreement, committing to take any action or taking any action which would, if taken at or before the Closing, make material changes any of the representations or warranties of Seller contained in this Agreement untrue or incorrect as of the Closing or prevent Seller from performing or cause Seller not to perform its covenants hereunder; (k) not to apply to transfer or otherwise attempt to transfer, assign or otherwise dispose of, or take any action which might reasonably be expected to jeopardize its rights to possess or enjoy, any license or other rights granted to the compensation Company by any industry or employment agreements of similar self-regulatory organization or any employee of the Stations other than those to be retained by Seller after Closing; andgovernmental agency or authority; (fl) make available to Buyercontinue to file all regulatory reports, audits, notifications and authorize its accountants other documents required by applicable laws, rules, regulations, orders and notices; to cooperate continue in full force and make available effect all licenses, leases, policies, rights and authorizations necessary or appropriate to Buyeroperate the Company; and to comply with all laws, at Buyer's expense rules, regulations, orders and reasonable request such financial information regarding notices applicable to the Stations as is maintained by Seller on a basis not consolidated with other stations.Company or the Business;

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in compliance with Section 1.1(c) with respect to the Station Contracts, and in all material respects in accordance with FCC rules and regulations regulations, in compliance with the Communications Act, and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, or apply for material modification of any FCC Licenses; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, and permit Buyer's on-site access to the Station Assets with Seller's prior approval after the FCC Application is filed, including access to conduct any environmental assessment or survey of the real property, at Buyer's expense and provided such request does and on-site visits do not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces give or cause the transaction contemplated by this Agreement Stations to give Buyer and files this Agreement with the FCCBuyer's accountants, thenat Buyer's expense, when reasonably requested by Buyerand reasonable request and upon reasonable notice, provide Buyer full and reasonable access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided hours to Seller's financial records that Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such access does not a manner as to interfere unreasonably with the business of the Stations. Any investigation by Buyer in accordance with the foregoing shall not diminish or negate, in any way, any of the representations or warranties of Seller set forth in this Agreement or in connection herewith; (e) notcooperate, other than and use its reasonable best efforts to cause its independent auditors to reasonably cooperate, with Buyer in order to enable Buyer to have independent auditors selected by Buyer, and at Buyer's expense, prepare audited financial statements for the ordinary course Stations for the three (3) most recently completed fiscal year-ends and any quarter and related year to date period during the current fiscal year. Without limiting the generality of business in accordance with past practicethe foregoing, make material changes Seller agrees that it will: (i) consent to the compensation use of and execute documents in support of such audited financial statements in any registration statement or employment agreements other document filed by Buyer under Securities Act of 1933 and the Securities and Exchange Act of 1934 or any document relating to a private placement of Buyer's securities; (f) upon the written request of Buyer, promptly send notices of non-renewal or early termination in respect of any employee Station Contract in which such notice would not constitute a breach of the Stations other than those to be retained by Seller after Closingsuch Station Contract; and (fg) make available exercise any rights it has to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding renew the Stations as is maintained by Seller on a basis not consolidated with other stations.terms of the KBFB tower/transmitter

Seller’s Covenants. Seller covenants and agrees with respect to the Stations Station that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, ; provided that such rights of Buyer under this Section 4.1(c) shall be exercised at Buyer's sole expense and provided shall not be exercised in such request does not a manner as to interfere unreasonably with the business of the StationsStation; (d) after Seller publicly announces the transaction contemplated by this Agreement at Buyer's sole cost and files this Agreement with the FCC, then, when reasonably requested by Buyerexpense, provide Buyer access all financial information regarding the Station requested by Buyer that is reasonably necessary to satisfy Buyer's reporting obligations to the Station facilities that are included in Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsStation; (e) notby each Monthly Accounting Date (as defined in the LMA), provide Buyer with unaudited statements showing Operating Revenues and WPRI Operating Expenses (both as defined in the LMA), and not in any material respect change or modify any of the accounting principles or practices or any method of applying such principles or practices currently employed with respect to the Station, except as required by generally accepted accounting principles; (f) deliver to Buyer copies of any new Station Contracts, and, except for Station Contracts terminable on ninety days notice or less without penalty and except for time sales agreements, not enter into any new Station Contracts (or amendments of existing Station Contracts) that: (i) extend for a period of more than one year after Closing or require post-Closing payments by Buyer of more than $25,000 per contract (or amendment) per year or $2,000,000 per year in the aggregate for all such contracts (and amendments); (ii) provide for programming on the Station other than in the ordinary course of business consistent with past practice; (iii) provide for employment; or (iv) are with an affiliate of Seller (i.e., any person or entity controlling, controlled by, or under common control with Seller), unless the terms are no less favorable to the Station than could be obtained on an arms-length basis from an unaffiliated third party; (g) except in accordance the ordinary course of business consistent with past practice, make material changes except for those applicable to Seller's similarly-situated employees at other television stations, and except for those terminable on ninety days notice or less without penalty, not (A) enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Station after Closing, or (B) increase the compensation or employment agreements of payable to any employee of the Stations other than those to be retained by Seller after ClosingStation employee; and (fh) make available to Buyercollect the accounts receivable of the Station in the ordinary course of business consistent with past practice, and authorize not breach in any material respect its accountants representations and warranties set forth in Article 2, including without limitation those with respect to cooperate corporate existence (Section 2.1), the FCC Licenses (Section 2.4), the Station Contracts (Section 2.8), and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationstaxes (Section 2.5).

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or as specifically permitted in Schedule 4.1 or any schedule to any subsection of Section 4.1 or required by applicable law or the regulations or requirements of any regulatory organization applicable to Schurz or Sellers, unless Buyer otherwise consents in writing (which request for consent shall, notwithstanding the provisions of Section 11.4, be directed to and promptly considered in accordance with the prior written terms and conditions of this Section 4.1 by the Buyer Principal Liaisons (as defined below)) and may be delivered by email and which consent of Buyer, which shall not be unreasonably withheld, Seller conditioned or delayed), Sellers shall: (a) operate the Stations Business in the ordinary course of business consistent with past practice and conduct the Business in all material respects in accordance with FCC rules and regulations the Communications Laws and with all other applicable lawsLegal Requirements, regulationsincluding using commercially reasonable efforts to preserve and maintain the Business’ goodwill, rules business, customer and ordersemployee relationships, licenses and franchises; (bi) notexcept as may be required by FCC orders in proceedings generally applicable to the television industry, not materially modify any of the FCC Licenses (or any practices, policies or procedures of any Seller relating to regulatory compliance) and shall maintain all of the FCC Licenses in full force and effect or (ii) not change any Station’s call letters; (c) other than in the ordinary course of business in accordance with past practiceor for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsPurchased Assets (other than the Real Property, which is subject to Section 4.1(d) below) unless replaced with similar items of substantially equal or greater value and utility, (ii) create, assume or permit to exist any Liens upon the Station Purchased Assets, except for Permitted LiensLiens or (iii) dissolve, liquidate, merge or consolidate with any other entity; (ci) maintain the Net Working Capital in the ordinary course of business consistent with past practice (which will include, among other things, fluctuations in Net Working Capital resulting from the inherent seasonality in the Business); (ii) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case, in the ordinary course of business, (iii) not grant any material easements or licenses with respect to the Real Property, (iv) not dispose, sell, transfer, acquire, lease, or exchange any material Real Property (other than income leases entered into in the ordinary course of business); (v) not amend, modify or terminate any material Real Property Lease or other agreements relating to material Leased Real Property; or (vi) not fail to exercise any rights of renewal of a material Real Property Lease that by its terms would otherwise expire; (e) maintain in all material respects in full force and effect policies of insurance of the same type, character and coverage as the policies set forth in Schedule 2.12; (f) not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws; (i) upon reasonable advance written notice to Schurz, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Purchased Assets and the books and records and personnel of the Business, and furnish Buyer with such information relating to the Station Purchased Assets as or the Business that Buyer may reasonably request, at Buyer's expense and provided provided, that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business operation of the Stations; Business, and (dii) after otherwise provide such reasonable assistance and cooperation as may be requested of Schurz by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyer upon and effective as of the Effective Time; provided, further, all requests by Buyer for access pursuant to this Section 4.1(g) shall be submitted or directed exclusively to Xxxxxx X. Xxxxxxx or such other individuals as Schurz may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Schurz and Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Schurz’s sole discretion: (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date of this Agreement that will not be assumed by Xxxx; and further, notwithstanding anything to the contrary in this Agreement, Schurz and Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Schurz’s reasonable discretion cause significant competitive harm to any Seller publicly announces or the transaction Business in any market where any Seller competes with Buyer or any of its Affiliates if the transactions contemplated by this Agreement are not consummated, provided such information is limited to strategic plans, local news market research, local news consultant reports or plans, and files similar information determined by Schurz in its reasonable discretion to potentially cause significant competitive harm and provided, however, that, Schurz shall be required to disclose such information, and provide access, to any Qualified Assignee; (h) except for performance and stay bonuses and other compensation payable solely by Schurz or Sellers in connection with the consummation of the transactions contemplated by this Agreement or as required by Legal Requirement, not enter into or amend (i) any employment agreement with (A) an Employee providing for annual compensation in excess of One Hundred Thousand Dollars ($100,000) or (B) any other Employee other than in the ordinary course of business, (ii) any severance agreement or (iii) any labor or union agreement or plan, in each case that will be binding upon Buyer or the Business after Closing; (i) notify Buyer of the hiring of, terminating the employment of, or transferring of the employment of any Station general manager or any other Employee with annual aggregate non-equity compensation, including target bonuses, in excess of One Hundred Thousand Dollars ($100,000), excluding any terminations for “cause” as reasonably determined by Schurz or any Seller; (j) not (i) increase the compensation (including base salary and bonus or incentive compensation or hourly wage) or benefits payable to any Employee (except for (A) performance and stay bonuses and other compensation payable solely by Schurz or any Seller in connection with the FCCconsummation of the transactions contemplated by this Agreement or (B) increases to employee compensation (including base salary and bonus or incentive compensation or hourly wage) made in the ordinary course of business consistent with past practice), thenor (ii) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand or change the circumstances in which such severance is payable); (k) take commercially reasonable steps to maintain the TV Stations’ MVPD carriage existing as of the date of this Agreement; (l) not change any accounting practices, when reasonably requested period, policies, procedures or methods relating to the Business (except for any change required under GAAP or applicable law or other ministerial changes to policies or procedures); (m) except for contracts permitted pursuant to Section 4.1(h) hereof, or agreements and contracts which will be terminable by Buyer, provide Buyer access to without penalty, upon notice of sixty (60) days or less, not (i) enter into any agreement or contract (x) for the use of any digital subchannel of any TV Station facilities or (y) that are included would have been a Material Contract were Seller a party or subject thereto on the date of this Agreement, (ii) amend in any material respect or renew any Material Contract unless such amendment or renewal (A) is effected in the Station Assets during the Stations' normal business hoursordinary course of business, provided such access (B) does not interfere unreasonably with increase the business amount of the Stations; payments to be made by any Seller during any twelve (e12) not, month period by One Hundred Thousand Dollars ($100,000) or more and (C) is not to a retransmission consent agreement covering more than 50,000 subscribers or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Purchased Contract in accordance with past practiceits terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 4.1(m) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 4.1, then this Section 4.1(m) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (n) not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment with Buyer which is not expressly stated in this Agreement; (o) not take any action, or omit to take any action, or enter into any agreement or contract which would, or would reasonably be expected to, prevent or materially interfere with the successful prosecution of the FCC Application or any Renewal Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or Renewal Application or the consummation of the transactions contemplated by this Agreement; (p) except for Xxxxxxx Road Radio, Inc., Branson Visitor TV, LLC or as otherwise contemplated by this Agreement, not make any other acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material changes portion of the assets of any third party, excluding such acquisitions the capital stock or assets of which shall not constitute Purchased Assets or relate to the compensation Business; (q) take commercially reasonable steps to maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will impair such FCC Licenses or employment agreements such qualifications, or cause the grant of any employee FCC Consent to be delayed; (r) promote the Stations and the programming of the Stations (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (s) not voluntarily recognize (except as have been recognized as of the date hereof), or collectively bargain without the participation by and approval of Buyer with, any labor unions as the collective bargaining representative of any Employee; (t) pay accounts payable and collect accounts receivable of the Business in the ordinary course of business; (u) not change any accounting practices, period, policies, procedures or methods relating to the Business (except for any change required under GAAP or applicable law or other than those ministerial changes to be retained by Seller after Closingpolicies or procedures); and (fv) make available not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding take any actions inconsistent with the Stations as is maintained by Seller on a basis not consolidated with other stationsforegoing.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate Seller shall furnish to Buyer copies of any and all written notices that Seller receives from any governmental entity with respect to the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and ordersProperty; (b) notuntil Closing, other than in Seller shall maintain for Seller’s own benefit its existing insurance coverage on the ordinary course of business in accordance Property (and Buyer shall have the right at its cost and expense to maintain such additional insurance with past practice, sell, lease respect to the Property and its interest therein as Buyer may deem to be necessary or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liensappropriate); (c) furnish Buyer with after the expiration of the Evaluation Period, Seller shall not settle any fire or casualty loss claims, or agree to any award or payment in a Condemnation (as defined in Section 7.2), without obtaining Buyer’s prior written consent in each case; provided, however, that Buyer’s prior written consent shall not be required, and Seller shall be free to make any settlement or agreement it deems necessary or appropriate from and after the date, if any, on which the parties exercise (or are deemed to have exercised) their option pursuant to Sections 7.1 or 7.2 to terminate this Agreement for or on account of any such information relating casualty or Condemnation; and further provided that Seller may make a partial settlement to obtain insurance proceeds (and may use such proceeds) to perform interim repairs or renovations to the Station Assets Property as Buyer may reasonably requestrequired by any Lease, at Buyer's expense and provided such request does not interfere unreasonably with by any governmental authority or as required to prevent further damage or deterioration to the business of the StationsProperty; (d) after Seller publicly announces shall continue to operate and maintain the transaction contemplated by this Agreement Property in accordance with good business practices and files this Agreement with shall maintain the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included Property in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations;good condition including making all necessary repairs and replacements; and (e) not, At Closing there shall be no contracts pertaining to the Property other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to Continuing Contracts which will be retained by Seller after Closing; and (f) make available assigned to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.

Seller’s Covenants. Seller covenants and agrees that at all times until all amounts now or hereafter owed to the Bank under or with respect to any Paper are paid in full in accordance with the terms hereof: (a) Seller shall deliver to the Bank monthly delinquency reports with respect to the Stations thatPaper owned hereunder by the Bank, between in such form and containing such detail as shall be satisfactory to the date hereof Bank; (b) Seller shall take all steps necessary to obtain Collections of any Paper, which steps shall include the sending of a written notice of default to the Obligor with respect to any Paper that is more than ten (10) days past due, and Closing, the exercise of Seller's right to cancel each related Policy with respect to Paper that is more than thirty (30) days past due; (c) except as otherwise specifically permitted by this Agreement hereunder, Seller shall not (i) create any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement ("Encumbrance"), upon or with respect to any Paper or Related Security with respect thereto now or hereafter sold to the Bank, or assign any right to receive income in respect thereof; or (ii) suffer to exist any Encumbrance upon or with respect to any Related Security other than the Policies and all collateral and property held as security for any of such Paper; (d) except as otherwise specifically permitted hereunder, Seller shall not amend, modify or waive any term or condition of any Paper or Related Security in which the Bank has participation interest thereof; without the prior written consent of Buyer, which shall not be unreasonably withheldthe Bank; provided however, Seller shall: may terminate or cancel any Paper in which the Bank has an interest (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating consent to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stationscancellation or termination thereof); (e) notSeller shall not sell, assign (by operation of law or otherwise) or otherwise dispose of any Paper in which the Bank has a participation interest (other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; andas herein provided); (f) Seller shall not make available any change in its collection policy (except with respect to BuyerPaper not to be purchased hereunder); (g) Seller shall not release the lien on any Related Security without the prior consent of the Bank (such consent may be written or verbal, confirmed immediately thereafter by telecopy or other writing); (h) Seller shall maintain its corporate existence in good standing and shall remain duly licensed by the Superintendent of Banks of the State of New York as a premium finance agency, and authorize shall maintain all other licenses, approvals and permits necessary for it to conduct its accountants business as now conducted; (i) At Seller's own expense, Seller shall furnish to cooperate and make available to Buyer, at Buyer's expense and reasonable request such the Bank promptly all financial information regarding concerning Seller, including but not limited to, (i) Seller's unaudited quarterly financial statements certified by Seller's chief financial officer and supplied within 45 days after the Stations as is maintained end of each fiscal quarter, (ii) Seller's semi-annual financial statements prepared on a review basis and certified by Seller's chief financial officer and supplied within 60 days after the end of each six (6) month period and (iii) Seller's annual audited financial statements prepared and certified by independent public accountants selected by Seller on and satisfactory to the Bank, and supplied within 90 days after the end of each fiscal year, all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time applied consistently with prior practices, and shall include a basis balance sheet, a statement of operations, a statement of cash flows and a statement of changes in shareholder's equity; (j) Seller shall at all times retain an undivided participation interest in all Paper in which the Bank has an interest and shall not consolidated with other stationssell any further participations in such Paper.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which Seller shall not be unreasonably withheld, Seller shallor shall cause the Companies to: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notmaintain the FCC Licenses in full force and effect in all material respects, and not materially adversely modify any of the FCC Licenses, not give the FCC any grounds to institute proceedings for the revocation or suspension of, or take any action or fail to take any action if such action or failure to act would result in a materially adverse modification to any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsAssets (other than the Real Property, which the Companies shall not sell or agree to sell) unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, and not dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case in the ordinary course of business; (e) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the Stations; (df) except as otherwise required by law, (i) not enter into any employment agreement (except in the ordinary course of business consistent with past practice after consultation with Buyer) or severance agreement or any labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer or the Companies after Closing, (ii) except in the ordinary course of business, increase the compensation payable to any employee of the Companies (except for bonuses and other compensation payable directly by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement and files this Agreement with Agreement), or (iii) not modify any severance policy applicable to any employee of the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities Companies that are included would result in any increase in the Station Assets during amount of severance payable to any such employee (or would expand the Stations' normal business hours, provided circumstances in which such access does not interfere unreasonably with the business of the Stationsseverance is payable); (eg) pay accounts payable and collect accounts receivable in the ordinary course of business consistent with past practice, and not compromise or discount any accounts receivable except in the ordinary course of business consistent with past practice; (h) use reasonable best efforts to maintain the Stations’ cable and DBS carriage existing as of the date of this Agreement, including making timely elections of must-carry or retransmission consent and negotiating new or extended retransmission consent agreements in the ordinary course of business; (i) not, other than in the ordinary course of business in accordance business, enter into new Station Contracts or amend any existing Station Contracts; (j) not issue, sell, transfer, assign or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with past practice, make material changes respect to the compensation issuance, sale, transfer or employment agreements assignment of, any of the Shares or any other shares of capital stock or other equity securities of any employee of the Stations Companies, or any rights or obligations convertible into or exchangeable for any shares of capital stock or other than those equity securities of any of the Companies, not make any changes (by combination, reorganization or otherwise) in the capital structure of any of the Companies, and not incur or permit to be retained by Seller after Closingexist any Lien upon the Shares, except for Permitted Liens; and (fk) conduct all Tax affairs in the ordinary course consistent with past practice and, without limiting the generality of the foregoing, not make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request or change any Tax election or file any amended Tax Return if such financial information regarding election or amendment would have the Stations as is maintained by Seller on a basis not consolidated with other stationseffect of increasing the Tax liability of any Company for any tax period or portion thereof beginning after the Closing Date.

Seller’s Covenants. Seller covenants Between the Execution Date and agrees with respect to the Stations that, between the date hereof and Closing, except (a) as permitted by set forth in this Agreement or with (b) as required by applicable Law or the prior written consent regulations or requirements of Buyerany regulatory organization applicable to Seller or the Acquired Companies, as the case may be, unless Buyer otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shallshall cause the Acquired Companies to: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with the Communications Laws, the FCC rules and regulations Licenses and with all other applicable laws, regulations, rules and ordersLaws; (b) notnot cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Entity to institute proceedings (other than proceedings of general applicability to commercial television stations) for the suspension, revocation or material adverse modification of any of the FCC Licenses listed on Schedule 3.4(a); (c) other than in the ordinary course of business in accordance with past practiceor for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any material assets unless replaced with similar items of the Station Assets, substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon the Station Assetstheir assets, except for Permitted Liens; (cd) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; provided, however that Seller and the Acquired Companies shall have no obligation to maintain, repair or replace any obsolete or retired equipment no longer in use in the Business; (f) not cause, permit or propose any material amendments to the Organizational Documents (in each case, as applicable) of any of the Acquired Companies; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Stations, and furnish Buyer with such information relating to the Station Assets as business and operations of the Acquired Companies and the Business that Buyer may reasonably request, at Buyer's expense and provided provided, however, that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business and operations of the StationsAcquired Companies or the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the business and operations of the Acquired Companies and the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (dh) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Station Employee providing for annual compensation in excess of $50,000, any severance agreement that will be binding upon Buyer or any Acquired Company after Seller publicly announces the transaction Closing; (i) except in the ordinary course of business not increase the compensation or benefits payable to any Station Employee (except for performance and stay bonuses and other compensation to be paid pursuant to Section 2.2(b) as Company Transaction Costs in connection with the consummation of the transactions contemplated by this Agreement and files this Agreement with the FCCAgreement), then, when reasonably requested by Buyer, provide Buyer access or (ii) adopt or modify any severance policy applicable to the any Station facilities Employee that are included would result in any material increase in the amount of severance payable to any such Station Assets during Employee (or would materially expand the Stations' normal business hours, provided circumstances in which such access does not interfere unreasonably with the business of the Stationsseverance is payable); (ej) notuse commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the Execution Date; (k) except for Program Rights Obligations and agreements and contracts which can be terminated by the Acquired Companies without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were an Acquired Company a party or subject thereto on the Execution Date unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by any Acquired Company of greater than $50,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business and (y) does not increase the amount of payments to be made by any Acquired Company during any twelve (12) month period by $50,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with past practiceits terms); (l) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (m) not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material changes to portion of the compensation or employment agreements assets of any employee third party; (n) maintain its qualifications to maintain the FCC Licenses with respect to each Station and not take any action that will materially impair such FCC Licenses or such qualifications; (o) promote the programming of the Stations (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (p) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices which cover all or substantially all of the employees of the Acquired Companies without any additional post-Closing material liability to the Acquired Companies or (iii) as otherwise contemplated by this Agreement; (q) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (r) not (i) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, or grant, of any Equity Interests or other equity interests in the Acquired Companies or any securities convertible into or exchangeable for or entitling the holder thereof to purchase or receive any Equity Interests or other equity interests in the Acquired Companies, (ii) split, combine or reclassify any Equity Interests or other equity interests in the Acquired Companies, (iii) issue or sell any additional interests of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Interests or other equity interests in the Acquired Companies, or (iv) declare, set aside or pay any dividends on, or make any other distribution in respect of, any of the Equity Interests or other equity securities; provided that nothing herein shall prohibit the Seller or the Acquired Companies from making cash distributions or dividends to its respective equity holders; (s) not make, change or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, change (or make any request to any Taxing Authority to change) any of its methods of accounting or methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, or take any action that would make the representation in Section 3.5(d) untrue; (t) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to a specific Station with a value in excess of $50,000 per Station, and, $100,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than those in the ordinary course of business consistent with past practice. (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (v) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (w) timely make retransmission consent elections with all MVPDs located in or serving the Stations’ Markets; (x) (i) not make any commitments for capital expenditures inconsistent with the then current capital expenditures budget for the Stations, or fail to make capital expenditures at levels consistent with the then current capital expenditures budget for the Stations and past practice (it being understood that the capital expenditures budget for 2014 shall be prepared in good faith by Seller subject to Buyer’s consent (such consent not to be retained unreasonably withheld), and if the parties do not reach agreement prior to January 1, 2014, the parties shall continue to work in good faith to agree on a budget, and until such budget is mutually agreed upon by the parties, for purpose of this subsection (x), the capital expenditures budget for 2014 shall be deemed to have the same levels as those for 2013); and (ii) use commercially reasonable efforts to complete the budgeted capital expenditure projects identified on Schedule 5.1(x) prior to the Closing in accordance with such schedule (it being understood that if such projects are not completed prior to the Closing in spite of Seller’s efforts, then, at Buyer’s election, Seller shall complete the projects to Buyer’s reasonable approval as soon as practicable after Closingthe Closing or the Purchase Price shall be reduced by the applicable amounts set forth in such schedule; (y) not recognize any labor unions as the collective bargaining representative of any Station Employee (except as have been recognized as of the Execution Date) or enter into, renew or amend any collective bargaining agreement, except as required by applicable Law; (z) not enter into, amend, terminate or waive any material right under any agreement or contract constituting a local marketing agreement or time brokerage agreement, joint sales agreement, shared services agreement, management agreement, local news sharing agreement or similar agreement with respect to any Station or any other television broadcast station; and (faa) make available not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding take any actions inconsistent with the Stations as is maintained by Seller on a basis not consolidated with other stationsforegoing.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not modify any of the FCC Licenses; (c) not, other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets (including, if requested by Buyer, during the five (5) business days prior to Closing), and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense including without limitation Seller’s regularly prepared pacing reports for the Station and WWVR, provided that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business operation of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsStation; (e) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Station, except for bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; and (f) not, other than in the ordinary course of business in accordance with past practicebusiness, make material changes to the compensation enter into new Station Contracts or employment agreements of amend any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting Station Contracts.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not modify any of the FCC Licenses; (c) not, other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business operation of the Stations; (e) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Stations, except for bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; and (f) not, other than in the ordinary course of business in accordance with past practicebusiness, make material changes to the compensation enter into new Station Contracts or employment agreements of amend any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting Station Contracts.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, and except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice (including but not limited to completion of capital expense projects in accordance with Seller's fiscal year ended 2007 budget) and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders, and use commercially reasonable efforts to preserve intact the business, operations and assets of the Station and maintain its relationships with employees, suppliers and customers; (b) notnot sell, assign, transfer or materially adversely modify any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station's business and the Station Assets, and, through a representative designated by Seller, the Station's employees, and furnish Buyer with such information relating to the Station Assets as and the Station employees that Buyer may reasonably request, provided that such access rights shall not be exercised in a manner that unreasonably interferes with the operation of the Station; (e) at Buyer's expense sole cost and provided such request does not interfere unreasonably with expense, provide Buyer any financial information regarding the business of Station that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the StationsSecurities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station; (df) except as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable (or make any new commitment to pay severance pay that would be binding on Buyer) to any employee of the Station, except for bonuses and other compensation payable by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested other station sales by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsSeller; (eg) notnot enter into any contract or other agreement which, other than if in effect on the ordinary course date hereof, would be a Material Station Contract or amend any existing Material Station Contracts; (h) not knowingly waive any right of business material value under a Station Contract, or change the manner in accordance with past practicewhich Seller applies GAAP unless required by GAAP or law, make material changes to the compensation or employment agreements and give Buyer notice of any employee of the Stations other than those to be retained by Seller after Closingmaterial change in Seller's accounting practices and policies; and (fi) make available use commercially reasonable efforts to Buyer, cause the Station Contract for the Daily Buzz to be modified or amended so as to extend the term of the Daily Buzz Station Contract through May 2007 and authorize its accountants to cooperate provide the Station with retransmission consent rights to multi-channel video programming distributors within the Station's DMA and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding where the Stations as Station is maintained by Seller on a basis not consolidated with other stationssignificantly viewed.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as contemplated by Schedule 1.3, and except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notmaintain the FCC Licenses in full force and effect in all material respects, and not materially adversely modify any of the FCC Licenses, not give the FCC any grounds to institute proceedings for the revocation or suspension of, or take any action or fail to take any action if such action or failure to act would result in a materially adverse modification to any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsAssets (other than the Real Property, which Seller shall not sell or agree to sell) unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, and not dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case in the ordinary course of business; (e) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the Stations; (df) except as otherwise required by law, (i) not enter into any employment agreement (except in the ordinary course of business consistent with past practice after consultation with Buyer) or severance agreement or any labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing, (ii) except in the ordinary course of business, increase the compensation payable to any employee of the Stations (except for bonuses and other compensation payable by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access Agreement) or (iii) not modify any severance policy applicable to any employee of the Station facilities that are included would result in any increase in the Station Assets during amount of severance payable to any such employee (or would expand the Stations' normal business hours, provided circumstances in which such access does not interfere unreasonably with the business of the Stationsseverance is payable); (eg) pay accounts payable and collect accounts receivable in the ordinary course of business consistent with past practice, and not compromise or discount any accounts receivable except in the ordinary course of business consistent with past practice; (h) use reasonable best efforts to maintain the Stations’ cable and DBS carriage existing as of the date of this Agreement, including making timely elections of must-carry or retransmission consent and negotiating new or extended retransmission consent agreements in the ordinary course of business; and (i) not, other than in the ordinary course of business in accordance with past practicebusiness, make material changes to the compensation enter into new Station Contracts or employment agreements of amend any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting Station Contracts.

Seller’s Covenants. Seller covenants From and agrees with respect to the Stations that, between after the date hereof and Closing, except as permitted by of this Agreement or with through the prior written consent of Buyer, which shall not be unreasonably withheldClosing Date, Seller shalland Seller’s agents shall cause the Company at the Company’s expense to: (a) maintain and operate the Stations Property in the ordinary course of business a manner consistent with past current practice and in all material respects in accordance with FCC rules materially perform its obligations under the Leases, Contracts and regulations and with all other applicable laws, regulations, rules and ordersLicenses; (b) notkeep in existence all fire and extended coverage insurance policies, and all liability insurance policies that are in existence as of the date of this Agreement with respect to the Property; (c) promptly advise Purchaser in writing of any changes in circumstances that would render the representations and warranties made by Seller herein false or misleading in any material respect; (d) upon written notice from Purchaser on or before Closing, cause the Company to give appropriate notices of termination of Contracts designated by Purchaser (but only to the extent termination is permitted thereunder without a penalty); provided, however, that if the notice period required to terminate such Contracts will not have run prior to Closing, Purchaser shall accept the termination of the Contract consistent with the notice period provided in the respective Contract; (e) not to further pledge or otherwise encumber any of the Property; (f) not permit the Company to acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or any portion of the assets of, or by any other manner, any business or any corporation, partnership, association or business organization or division thereof, or otherwise acquire or agree to acquire any amount of assets, or otherwise conduct any business activities of whatever nature or kind other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liensbusiness; (cg) furnish Buyer with such information relating not permit the Company to make any material changes in its present accounting methods, except as required by law, rule, regulation or GAAP, or other method currently used by the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the StationsCompany; (dh) after Seller publicly announces not permit the transaction contemplated Company to, (i) make or rescind any express or deemed material election relating to taxes, (ii) materially change any of its methods of reporting income or deductions for Federal income tax purposes, except as may be required by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; applicable law; or (eiii) not, file any material tax return other than in the ordinary course of business in accordance a manner consistent with past custom and practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (fi) make available pay all obligations (or the installment thereof then due and payable, if any such obligations are payable in installments) relating to Buyerany capital charges, impound, connection or development fees imposed by any Governmental Authority, or any public or private utility relating to the Land and authorize its accountants Improvements which are due and payable prior to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsClosing Date.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closingthe Closing Date, except as permitted by this Agreement or with the prior written consent of Buyer, Buyer (which shall not be unreasonably withheld, delayed or conditioned), Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and ordersApplicable Laws; (b) notnot materially adversely modify any of the FCC Licenses or make any application to so modify; (c) subject to Section 4.1(d), not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) not sell, lease or dispose of or agree to sell, lease, license or dispose of any Real Property, or create, assume or permit to exist any Liens upon the Real Property, except for Permitted Liens; (e) maintain and replace the Tangible Personal Property in the ordinary course of business consistent with past practices and use commercially reasonable efforts to preserve in all material respects the goodwill of or relating to the Station and the current relationships of the Station with employees, customers, suppliers and advertisers; (f) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station Assets, and, through a representative designated by Seller, the Station’s employees, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business operation of the StationsStation; (dg) after Seller publicly announces the transaction contemplated by this Agreement at Buyer’s sole cost and files this Agreement with the FCC, then, when reasonably requested by Buyerexpense, provide Buyer access any financial information regarding the Station that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Station facilities that are included in Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsStation; (eh) not, other than except in the ordinary course of business in accordance or as otherwise required by Applicable Law or to comply with past practiceany Benefit Plan or except as set forth on Schedule 4.1(j), make material changes to (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) not increase the compensation or employment agreements of payable to any employee of the Stations Station or make any new commitment to pay severance pay that would be binding on Buyer, except for bonuses and other than those to be retained compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; (i) if requested by Buyer, deliver to Buyer copies of any unaudited monthly statements of operations of the Station when and in the form generated by Seller in the ordinary course of business; (j) not amend any existing Station Contracts or enter into new Station Contracts that will be binding upon Buyer after the Closing, except for (A) new time sales agreements and other Station Contracts made in the ordinary course of business that are terminable on ninety days notice or less without penalty, (B) other Station Contracts made with Buyer’s prior consent (which shall not be unreasonably withheld, delayed or conditioned), (C) other Station Contracts that do not require post-Closing payments by Buyer of more than $200,000 (in the aggregate for all such new contracts), and (D) those contracts set forth on Schedule 4.1(j); provided that Seller may renew existing Station Contracts on substantially the same terms as current terms (with rate or fee increases not exceeding 10% more than the then-existing rate or fee) without need for Buyer’s consent; for purposes of calculating the amount of said post-Closing payments by Buyer, if a contract is terminable by giving advance notice, then such amount shall include only the post-Closing amount that would be payable if a termination notice were given at the Closing (whether or not such notice is in fact given), but in no event shall such amount be more than the amount payable absent such termination notice; (k) keep in full force and effect Seller’s insurance policies or other similar arrangements with respect to the Station and the Station Assets; (l) not enter into any local marketing agreement, joint sales agreement, shared services agreement or other similar Contract in respect of the programming or operations of the Station; (m) (i) maintain in effect the FCC Licenses, (ii) file with the FCC all material required reports and pay or be responsible for any required annual regulatory fees with respect to the Station, and (iii) promptly deliver to Buyer copies of any material reports, applications or written responses to the FCC related to the Station which are filed during such period; (n) not incur or assume any indebtedness for borrowed money that would be binding on Buyer after Closing or that would constitute an Assumed Obligation, and not enter into any letter of credit, performance bond, guarantee in lieu of a letter of credit or other similar obligation that would be binding on Buyer after Closing; (o) pay and discharge when due in the ordinary course of business all outstanding amounts owing under any of the Station’s program licensing agreements listed on Schedule 1.1(d), to the extent due pursuant to the terms and conditions of such agreements; and (fp) except with respect to the Station’s DTV build-out (as to which Section 1.10 applies), to the extent not made prior to the date hereof, make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations capital expenditures allocated for in Seller’s budget for the Station as is maintained by Seller set forth on a basis not consolidated with other stationsSchedule 4.1(p).

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, Buyer that between the date hereof and Closingthe Closing Date: Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Premises, except or any portion thereof, or any other proceedings arising out of injury or damage to the Property, or any portion thereof, Seller will notify Buyer of the pendency of such proceedings; Seller shall lease, operate, insure and manage the Property in the normal and ordinary course, maintaining present services and sufficient supplies and equipment for the operation and maintenance of the Property in the same manner as permitted prior to the Effective Date, and Seller shall satisfy any payables and expenses incurred in the operation and maintenance of the Property prior to delinquency unless contested by this Agreement Seller in good faith; Seller will advise Buyer promptly of any litigation or with any arbitration proceeding or any administrative hearing (including condemnation) before any governmental agency that concerns or affects the Property in any manner of which Seller receives written notice and that is instituted after the Effective Date; Seller will provide to Buyer copies of any written notices claiming a violation of any federal, state, county or municipal law, ordinance, order, regulation or requirement affecting any portion of the Property that Seller receives following the Effective Date; Seller shall not transfer or remove any Personal Property from the Land or the Buildings without the prior written consent approval of Buyer, which shall such approval not to be unreasonably withheldwithheld or delayed, Seller shall: (a) operate the Stations except for purposes of replacement thereof in the ordinary course of business consistent with past practice business, in which case such replacement shall be installed prior to Closing and shall be substantially similar in quantity and quality to the item(s) being replaced; At Buyer’s request, Seller will terminate at Closing all material respects Contracts which Buyer has requested in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in writing prior to the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any expiration of the Station AssetsDue Diligence Period be terminated, in which event Seller shall deliver termination statements terminating, as of the Closing, all such Contracts; provided, however, that if any such Contracts are (i) not terminable, Buyer shall have no right to request that Seller terminate the same, or create(ii) only terminable upon payment of a fee, assume Buyer shall pay the same or permit to exist any Liens upon reimburse Seller for the Station Assetssame, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsapplicable.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations Rules and with all other applicable laws, regulations, rules and orders; (b) not materially adversely modify any of the FCC Licenses; (c) not, other than in the ordinary course of business in accordance with past practicebusiness, sell, lease lease, license, convey or dispose of or agree to sell, lease lease, license, convey or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) maintain the Tangible Personal Property in the ordinary course of business and maintain insurance policies or other arrangements with respect to the Station Assets; (e) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as and the Station employees that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the StationsStation; (df) at Buyer’s sole cost and expense, provide, and authorize Seller’s accountants to provide, Buyer any financial information regarding the Station that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Station; (g) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Station, except for bonuses and other compensation payable by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsAgreement; (eh) use commercially reasonable efforts to maintain the Station’s cable and DBS carriage existing as of the date of this Agreement, including making timely elections of must-carry or retransmission consent and negotiating new or extended retransmission consent agreements in the ordinary course of business, but no new agreement for carriage is a condition to Closing; (i) consult with Buyer in connection with (i) any material amendment, renewal or extension of any network affiliation agreement, but no consultation is a condition to Closing; and (ii) all material decisions involving the launch on the Station of programming distributed by the CW Television Network (“CW”), including but not limited to advertising promotional schedules, graphics, and logo selection; provided, that all final decisions will be made by Seller; (j) not, other than in the ordinary course of business business, enter into new Station Contracts or amend any existing Station Contracts; (k) consult with Buyer in accordance with past practiceestablishing the Station’s programming schedule for the Fall of 2006; provided, make material changes to the compensation or employment agreements of any employee of the Stations other than those to that all final decisions will be retained made by Seller after ClosingSeller; and (fl) make available not enter into any contract to Buyerbe assumed by Buyer under the provisions of this Agreement that would (i) obligate Buyer in an amount exceeding $50,000, and authorize its accountants to cooperate and make available to Buyeror (ii) obligate Buyer for a period in excess of six months, unless the contract can be terminated by Buyer at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsany time after Closing without payment, penalty or further obligation.

Seller’s Covenants. (a) From and after the Effective Date, Seller covenants shall (i) maintain the Property in its present condition, subject to normal wear and agrees with respect to the Stations thattear, between the date hereof and Closingit being agreed, except as permitted however, that Seller will not be required by this Agreement to make any repairs to the Property or to bring the Property into compliance with any applicable governmental requirements unless liens will result from such non-compliance, (ii) not enter into any leases for the Property without Buyer’s prior written consent of consent, (iii) not enter into any long-term service or maintenance contracts regarding the Property, without Buyer’s prior written consent, (iv) not take any voluntary action which results in a New Objection. As used herein, “long-term” shall mean any service or maintenance contract that cannot be unreasonably withheld, Seller shall: terminated upon thirty (a30) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders;days’ notice. (b) notIn its capacity as the owner of the Property, other than in the ordinary course of business in accordance Seller agrees, at no cost to Seller, to reasonably cooperate with past practice, sell, lease or dispose of or agree Buyer with respect to sell, lease or dispose Buyer's efforts to obtain approval of any land use approvals, including future land use amendments, rezoning, master planning, platting, and other approvals required by Buyer in connection with Buyer's intended use of the Station AssetsProperty, and upon receipt of written request therefor Seller agrees to promptly execute, acknowledge, and deliver such applications, dedications, grants, plats, documents, instruments, and consents as may be reasonably required to obtain approval, provided that same shall not (a) adversely affect the marketability and insurability of the Property as it existed before entering into such documents, (b) adversely affect the value, permitted uses or create, assume zoning of the Property in Seller’s reasonable discretion or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to cause any default or breach under any existing covenant affecting the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by Property. Nothing in this Agreement shall be deemed to obligate the Seller to approve any application submitted by Buyer or any of its affiliates, and files nothing in this Agreement with shall be deemed to limit or in any way restrict the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business Seller’s exercise of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsregulatory authority.

Seller’s Covenants. Seller covenants and agrees with respect to the ------------------ Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, and not modify or amend in any material adverse respect the Real Property Leases; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (fe) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.

Seller’s Covenants. Seller covenants and agrees with respect to From the Stations that, between Date hereof until the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shallClosing Date: (a) operate Seller will conduct the Stations Business only in the usual and ordinary course of business as heretofore conducted, including, without limitation, paying all payables in the ordinary course (subject to good faith disputes); (b) Seller will use reasonable efforts to retain its employees in the Business and to assist Buyer in entering into employment arrangements with its employees; (c) Except as set forth in Schedule 6.01, Seller will not without consent of Buyer, directly or indirectly, (i) sell, pledge, dispose of or encumber any of the Assets, except sales of Inventory or finished Products in the ordinary course of business; or (ii) enter into or propose to enter into, or modify or propose to modify, any agreement, arrangement or understanding being assigned to Buyer, except in each case in the ordinary course of business consistent with past practice practices. Seller will maintain and keep the Assets and the New Ulm Facility in all material respects in accordance with FCC rules as good repair, working order and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assetscondition as at present, except for Permitted Liens; (c) furnish Buyer with such information relating depreciation due to the Station Assets as Buyer may reasonably request, at Buyer's expense ordinary wear and provided such request does not interfere unreasonably with the business of the Stationstear and damage due to casualty; (d) after Seller publicly announces will (i) use commercially reasonable efforts to preserve intact the transaction contemplated by this Agreement Business and files this Agreement Assets and goodwill thereof and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with the FCC, then, when reasonably requested by Buyer, provide Business; and (ii) confer on a regular and frequent basis with representatives of Buyer access to report operational matters and the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business general status of ongoing operations of the StationsBusiness; (e) not, other than in Seller will afford to Buyer and its authorized representatives (the ordinary course of business in accordance with past practice, make material changes "Buyer's Representatives") full access at all reasonable times and upon reasonable notice to the compensation or employment agreements of any employee offices, properties, books, records, officers, employees and other items of the Stations other than those Business and otherwise provide such assistance as is reasonably requested by Buyer in order that Buyer may have a full opportunity to be retained by make such investigation and evaluation as it shall reasonably desire to make of the business and affairs of the Business and the Assets. In addition, Seller after Closing; andwill cooperate fully (including providing introductions where necessary) with Buyer to enable Buyer to contact such third parties, including major customers, prospective customers, governmental agencies, vendors or suppliers of the Business, as Buyer deems reasonably necessary; (f) make available Seller will use its best efforts to cause the consummation of the transactions contemplated by this Agreement in accordance with the terms and conditions hereof and applicable law; (g) Seller will promptly inform Buyer in writing of any variances from the representations and warranties contained in Article 4 hereof; (h) Seller will not, without the consent of Buyer, (a) increase any salaries of or award any bonus to any Employees, except in connection with regularly scheduled annual salary reviews or bonus determination dates, (b) discount any Accounts Receivable, or (c) change its methods of accounting for the Business; (i) Seller will perform in all material respects obligations to be performed under the Contracts; (j) Seller will use its best efforts to obtain all of the consents required to transfer the Assets or otherwise required under this Agreement. However, this Agreement will not constitute an agreement to assign or transfer any interest in any instrument, contract, lease, permit or other agreement or arrangement of the Seller or any claim, right or benefit arising thereunder or resulting therefrom, if an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or adversely affect the rights of Buyer or Seller. If a consent of a third party that is required to assign any instrument, contract, lease, permit, or other agreement or arrangement or any claim, right, or benefit arising thereunder or resulting therefrom, is not obtained prior to the Closing, or if an attempted assignment would be ineffective or would adversely affect any interest of Buyer or Seller, Seller will at its own expense cooperate with Buyer to obtain such consent within three (3) months of the Closing, or in any other reasonable arrangement to provide that Buyer will receive the interest of Seller in the benefits under any such instrument, contract, lease, permit, or other agreement or arrangement and authorize its accountants to cooperate and make available to Buyer, at Buyerthat Buyer will undertake Seller's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.obligations thereunder; and

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information information, including monthly unaudited financial statements, relating to the Station Assets Assets, and provide Buyer with such access to the Stations, as Buyer may reasonably requestrequest with Seller's prior approval which shall not be unreasonably withheld, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces give or cause the transaction contemplated by this Agreement Stations to give Buyer and files this Agreement with the FCCBuyer's accountants, thenat Buyer's expense, when reasonably requested by Buyerand reasonable request and upon reasonable notice, provide Buyer full and reasonable access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided hours to Seller's financial records that Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such access does not a manner as to interfere unreasonably with the business of the Stations. Any investigation by Buyer in accordance with the foregoing shall not diminish or negate, in any way, any of the representations or warranties of Seller set forth in this Agreement or in connection herewith; (e) notcooperate, other than and use its reasonable best efforts to cause its independent auditors to reasonably cooperate, with Buyer in order to enable Buyer to have independent auditors selected by Buyer, and at Buyer's expense, prepare audited financial statements for the ordinary course Stations for the three (3) most recently completed fiscal year-ends and any quarter and related year to date period during the current fiscal year. Without limiting the generality of business in accordance with past practicethe foregoing, make material changes Seller agrees that it will: (i) consent to the compensation use of and execute documents in support of such audited financial statements in any registration statement or employment agreements other document filed by Buyer under Securities Act of 1933 and the Securities and Exchange Act of 1934 or any employee document relating to a private placement of the Stations other than those to be retained by Seller after Closing; andBuyer's securities; (f) make available not enter into new Station Contracts with a term greater than one year and an aggregate value greater than $25,000 which cannot be canceled with ninety (90) days prior written notice or that is with an affiliate of Seller (unless the terms are no less favorable to the Stations than could be obtained on an arms-length basis from an unaffiliated third party), without providing prior written notice to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding or enter into Trade Agreements which in the Stations as is maintained by Seller on a basis not consolidated with other stations.aggregate exceed related barter assets;

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except Buyer as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shallfollows: (a) Following execution of this Agreement and until Closing, Seller shall (i) continue to operate the Stations Assets or cause the Assets to be operated, in a good and workmanlike manner; (ii) maintain insurance now in force with respect to the Assets; (iii) notify Buyer of any suit, claim or demand within Seller's Knowledge which might adversely affect the Assets; (iv) pay or cause to be paid all costs, taxes and expenses which Seller is obligated to pay in connection with the Assets as they become due; (v) pay or cause to be paid all rentals and other payments necessary to maintain the Leases in force according to their terms and comply with all express and implied covenants contained in the Leases or Contracts; (vi) exercise due diligence in safeguarding the Assets and maintaining the confidentiality of all data and other confidential or proprietary materials relating to the Assets; (vii) promptly notify Buyer of all significant operations which are proposed with respect to the Assets; and (viii) use efforts, consistent with the standards expected of a reasonably prudent operator but without any obligation to pay money to obtain any consents, waivers (including waiver of preferential purchase rights) and approvals required of third parties or governmental authorities in connection with consummation of the transactions contemplated by this Agreement. Buyer acknowledges that Seller owns undivided interests in the Leases and that acts or omissions of other owners of undivided interests in the Leases shall not be a breach of any covenant in this Agreement. Seller shall not be obligated to perform any act which would be in breach of a provision in, or its duties under, a Lease, Contract or applicable law, rule or regulation. (b) Following execution of this Agreement, Seller shall not, without Buyer's consent; (i) abandon any well capable of commercial production; (ii) release all or a portion of a Lease; (iii) commence or consent to an operation estimated to cost an amount in excess of the amount an operator is entitled to expend without non-operator approval under the applicable operating agreement(s) (excluding emergency operations and operations undertaken to avoid a penalty or forfeiture provision of any applicable agreement or order); (iv) create a lien, security Interest or other encumbrance on the Assets; (v) sell or dispose of the Assets (except in connection with preferential rights to purchase) other than Assets sold, consumed or produced in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; business; (bvi) not, amend a Lease or amend a Contract or Account or enter into new contracts affecting the Assets other than in the ordinary course of business in accordance with past practicebusiness; (vii) waive, sell, lease compromise or dispose of settle any claim that diminishes or agree to sell, lease or dispose of any of the Station adversely burdens an Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens;. (c) furnish Following the execution of this Agreement and until Closing, Seller will provide Buyer with such information relating and its attorneys, employees, accountants, engineers, consultants and agents (collectively "representatives"), at Buyer's sole expense, risk and cost, reasonable access, during business hours, to the Station Contracts and other records of Seller pertaining to the ownership and/or operation of the Assets (including, without limitation, title files, division order files, and production, severance and ad valorem tax records) for the purpose of Buyer's conducting a due diligence review of the Assets insofar as the same are in Seller's possession or control, or insofar as Seller has access to the same, and to the extent, in each case, that Seller may do so without violating legal constraints or any legal obligation. Seller shall not be obligated to furnish any updated abstracts, title opinions or additional title information which are not in Seller's or its attorney's possession, but shall cooperate with Buyer in Buyer's efforts to obtain (at Buyer's expense) such additional title information as Buyer may reasonably requestrequire. BUYER RECOGNIZES AND AGREES THAT ALL MATERIALS MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations;WHETHER MADE AVAILABLE PURSUANT TO THIS SECTION OR OTHERWISE, ARE MADE AVAILABLE TO BUYER AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS. NO WARRANTY OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION SUPPLIED TO BUYER OR WITH RESPECT TO THE ASSETS TO WHICH THE INFORMATION RELATES, AND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT. (d) after Seller publicly announces will identify, with respect to all Assets, (A) all preferential rights to purchase ("Preferential Rights") which would be applicable to the transaction contemplated hereby and of which Seller has Knowledge (B) the names and addresses of parties holding such rights insofar as Seller has Knowledge of the same, (it being agreed that, in attempting to identify such Preferential Rights, and the names and addresses of such parties holding the same, Seller shall not be obligated to go beyond its own records), and (ii) request, from the parties so identified (and in accordance with the documents creating such rights), execution of waivers of Preferential Rights so identified. Seller shall indemnify and hold Buyer (and its officers, directors, employees, attorneys, contractors and agents) completely free and harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney's fees) whatsoever that arise out the exercise of any Preferential Right or the failure to obtain consent or waivers of Preferential Rights with respect to any of the Assets. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender to such party the Asset to which such waiver appertains (at a price equal to the amount specified in Exhibit A-4 hereto for such Asset , reduced appropriately, as determined by mutual agreement of Buyer and the Seller, if less than the entire interest in and to such Asset must be tendered), and to the extent that such Preferential Right is exercised by such party, and such Asset is actually sold to such party so exercising such right, such Asset will be excluded from the transaction contemplated hereby and the Purchase Price will be adjusted downward by the amount actually paid to Seller by the party exercising such right. If the holder of Preferential Rights fails to fully exercise such rights and purchase the Assets, or part thereof, pursuant to the terms of this Agreement within 30 days of the Closing Date provided for herein then Buyer will, subject to the indemnification contained herein, purchase such Assets as originally contemplated herein before the holder of such Preferential Rights failed to consummate the purchase transaction. (e) Seller, and its respective representatives shall keep confidential all terms and provisions of this Agreement, the transaction contemplated by this Agreement Agreement, and files this Agreement with all information and data concerning the FCCAssets, thenand Buyer's business, when reasonably requested by Buyerfinancial condition, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hoursoperations, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; andstrategies and prospects. (f) make available Seller shall take or cause to Buyer, and authorize its accountants be taken all such actions as may be necessary or advisable to cooperate consummate and make available effective the purchase of the Assets and the transactions contemplated by this Agreement and to Buyerassure that as of the Closing Date it will not be under any material corporate, at Buyer's expense legal or contractual restriction that would prohibit or delay the timely consummation of such transactions. (g) Seller shall cause all the representations and warranties of Seller contained in this Agreement to be true and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Buyer are within the control of Seler, Seller shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Buyer are not within the control of Seller, Seller shall take or cause to be taken all such commercially reasonable request actions as may be necessary to cause such financial information regarding conditions to be satisfied on or prior to the Stations as Closing Date. (h) Seller shall promptly notify Buyer (i) if any representation or warranty of Seller contained in this Agreement is maintained by discovered to be or becomes untrue, or (ii) if Seller on a basis not consolidated fails to perform or comply with other stationsany covenant or agreement contained in this Agreement or it is reasonably anticipated that Seller will be unable to perform or comply with any covenant or agreement contained in this Agreement.

Seller’s Covenants. Seller covenants and agrees with respect to that from the Stations that, between Execution Date until the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller it shall: (a) Grant to Buyer and its counsel, accountants and representatives reasonable access during normal business hours to (i) all properties, books, accounts, records, contracts and documents of or relating to the System and (ii) all employees, agents and consultants with whom Seller has business or other dealings; and to furnish or cause to be furnished to Buyer or its counsel all data and information concerning the System and the Assets as may be reasonably requested; (b) Use commercially reasonable efforts (i) to preserve the System intact and (ii) to preserve their present relationships with suppliers, regulators, customers and others having business relationships with Seller which relate to the System; (c) Use its best efforts to continue to carry its existing or comparable insurance; (d) Continue to file all regulatory reports, audits, notifications and other documents required by applicable laws, rules, regulations, orders and notices; to continue in full force and effect all licenses, leases, policies, rights and authorizations necessary or appropriate to operate the Stations System; and comply with all laws, rules, regulations, orders and notices applicable to Seller or the System; (e) Not do or agree to do any of the following acts, other than in the ordinary course of business, consistent with past practice, without the consent of Buyer: (i) sell, transfer, encumber, retire, abandon or dispose of any Assets; (ii) take any action or omit to take any action which could cause a material breach or violation of (in and of itself, with the giving of notice, passage of time or both) any contract, agreement, commitment or obligation or any Federal, state, foreign, territorial or possessions law, rule, regulation, order or notice included in or relating to the Assets; (iii) fail to pay any payables relating to the System in the in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orderspractice; (biv) notmodify, other than amend, cancel or terminate any of Seller’s existing contracts or agreements relating to the System, or agree to do any of the foregoing acts, except in the ordinary course of business in accordance with past practicebusiness; (v) enter into any agreement, sellcommitting to take any action or taking any action which would, lease if taken at or dispose of or agree to sellbefore the Closing, lease or dispose of make any of the Station Assets, representations or create, assume warranties of Seller contained in this Agreement untrue or permit incorrect as of the Closing or prevent Seller from performing or cause Seller not to exist any Liens upon the Station Assets, except for Permitted Liensperform its covenants hereunder; (cvi) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably requestdirectly or indirectly solicit, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyerinitiate or participate in discussions with, provide Buyer any information or assistance to (including, but not limited to, affording access to the Station facilities System or the Assets) or enter into any agreement with any person concerning any transaction that are included would result, directly or indirectly, in the Station Assets during transfer to such person (or to any third party), of ownership or control of, or create or result in the Stations' normal business hourscreation of any right of or claim by such person (or any third party), provided such access does not interfere unreasonably with the business to any part of the Stations; (e) not, other than in System or the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsAssets.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior Except after obtaining Purchaser’s written consent of Buyer, (which shall will not be unreasonably withheld, conditioned or delayed), Seller shall: agrees that between the Effective Date of this Agreement and the Closing Date: (a) operate Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Stations Closing and which would affect title to, or obligations of, the Property; (b) Seller will not enter into any leases, contracts or agreements of any kind or nature relating to the Property which would survive the Closing; (c) Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, in any way, except as required or permitted by this Agreement; (d) Seller will not use, occupy or allow the ordinary course use or occupancy of business consistent with past practice and the Property in all material respects in accordance with FCC rules and regulations and with all other any manner which violates any applicable laws, regulationsordinances, rules rules, regulations or restrictive covenants; (e) Seller will not release, use, store or dispose and orders; will not allow or permit the release, discharge, use, storage or disposal of any Hazardous Material into, onto or from the Property; (bf) notSeller will, upon obtaining written notice of same, thereafter promptly notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which might have any effect on the Property, its value, development potential, or the rights to possession of same; and (g) Seller will promptly notify Purchaser of any damage to or destruction of the Property or any portion thereof (other than in damage to any improvements that are subject to the ordinary course UST Removal Work or the Demolition Work, as those terms are defined hereinbelow) that materially and adversely affects Purchaser’s ability to use and develop the Property with the Project; and (h) Seller will, upon receiving written notice of business in accordance with past practicesame, sell, lease or dispose of or agree to sell, lease or dispose thereafter promptly notify Purchaser of any studies or plans by any governmental entity which will or may affect the Property. Notwithstanding the foregoing, with respect to any violation of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; clauses (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; or (e) notabove by any third party that is not knowingly allowed by Seller, other than in Purchaser’s sole remedy for such violation shall be to treat the ordinary course cure of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations violation as is maintained by Seller on a basis not consolidated with other stationsClosing Condition.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice practices and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notnot modify, except in the ordinary course of business or as required by applicable law, any of the FCC Licenses, not give the FCC any grounds to institute proceedings for the termination, revocation, modification or suspension of, or take any action or fail to take any action if such action or failure to act would result in a modification of, any of the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, Assets unless replaced with similar items of substantially equal or greater value and utility; (d) not create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (ce) upon reasonable notice, give Buyer reasonable access during normal business hours to the Station’s business and the Station Assets, and, through a representative designated by Seller, to the Station’s employees, and furnish Buyer with such information relating to the Station Assets as and the Station that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere be exercised in a manner that interferes unreasonably with the business operation of the StationsStation; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding prosecute the Stations as is maintained by Seller on a basis not consolidated with other stations.pending license renewal applications for the FCC Licenses;

Seller’s Covenants. Seller covenants and agrees with respect to 8.1 Between the Stations that, between the date hereof and Closing, except as permitted by Effective Date of this Agreement and the earlier of the Closing or with any other termination of this Agreement, the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate Maintain the Stations Premises in the its present condition, ordinary course of business consistent with past practice wear and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orderstear excepted; (b) notMaintain all casualty, other than liability and hazard insurance currently in force with respect to the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted LiensPremises; (c) furnish Buyer Enter into Service Contracts with such information relating respect to the Station Assets as Buyer may reasonably requestPremises, at Buyer's expense in the same manner done by Seller prior to the date hereof, maintaining present services and provided such request does not interfere unreasonably with sufficient supplies and equipment for the business operation and maintenance of the StationsPremises in the same manner as prior to the date hereof; provided, however, that, after the Effective Date, Seller shall not enter into any new Service Contract that cannot be terminated without penalty on the earlier of thirty (30) days after notice, or the Closing Date; (d) after Seller publicly announces Use reasonable efforts (but without obligation to incur any cost or expense paid to tenants) to obtain and deliver to Purchaser the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access Clean Tenant Estoppel Certificates required prior to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations;Closing required under Paragraph 3(e). (e) notNot remove any Personal or Intangible Property the title to which, other than in under the ordinary course terms of business in accordance with past practicethis Agreement, make material changes to the compensation or employment agreements of any employee of the Stations other than those is to be retained conveyed to Purchaser by Seller after at Closing, unless it is replaced with a comparable item of equal quality and quantity as existed at the time of such removal; (f) Not enter into any contracts or letters of intent to sell the Premises; (g) Use reasonable efforts to operate the Premises in a manner consistent with current practices and in compliance with all applicable laws, and perform its obligations under the Leases; and (fh) make available Not perform or permit any act which would prevent Seller's full performance of its obligations hereunder. 8.2 Between the Effective Date and the earlier of (i) the end of the Due Diligence Period or (ii) any other termination of this Agreement, Seller shall not enter into any new leases or lease renewals without Purchaser's written approval unless they are for a term of three (3) to Buyerfive (5) years, with a minimum effective rental rate of $19.00 per rentable square foot per year (after taking into account any rent abatements or concessions granted under such Lease), a 1998 Base Year for Operating Expenses, a Tenant Improvement Allowance not to exceed $1.00 per rentable square foot per year, and authorize its accountants being on the 000 Xxxxx Xxxxxxxx Xxxxxxxxx Standard Form Agreement (collectively referred to cooperate and make available as the "PRE-APPROVED LEASE STANDARDS"). Seller shall have no obligation to Buyerobtain Purchaser's consent for any new Lease which meets the Pre-Approved Lease Standards. Any changes to the 000 Xxxxx Xxxxxxxx Xxxxxxxxx Standard Form Agreement must be approved in writing by Purchaser, at Buyerwhich approval shall not be unreasonably withheld or delayed. Purchaser's expense and reasonable request such financial information regarding consent shall be deemed to have been given if Purchaser fails to object to any proposed lease, lease amendment or standard lease form modifications within five (5) days after receiving written notice thereof from Seller. Once the Stations as is maintained Xxxxxxx Money has become non-refundable to Purchaser (except in the event of either a default by Seller on or the failure of a basis condition precedent to Purchaser's obligations to close), Seller shall not consolidated enter into any new leases without Purchaser's written approval, which shall be in Purchaser's sole discretion. Within three (3) business days after Seller enters into any Lease which complies with the Pre-Approved Lease Standards, Seller shall provide a copy of same to Purchaser. At Closing, Purchaser shall reimburse Seller for all New TI Obligations (as hereafter defined), other stationstenant inducement costs, leasing commissions (including the leasing fees and commissions of the Premises managing agent) and other expenses incurred by Seller pursuant to a new or renewal Lease properly entered into by Seller pursuant to this paragraph after March 6, 1998.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or as specifically permitted in any schedule to any subsection of Schedule 4.1 or required by applicable law or the regulations or requirements of any regulatory organization applicable to Seller, unless Buyer otherwise consents in writing (which request must be in writing and may be in the form of electronic mail and which request for consent shall, notwithstanding the provisions of Section 11.4, be directed to and promptly considered in accordance with the prior written terms and conditions of this Section 4.1 by the Buyer Principal Liaisons (as defined below) and which consent of Buyer, which may be delivered by email and shall not be unreasonably withheld, conditioned or delayed) or unless Buyer does not notify Seller of its objection within three (3) business days after receipt of Seller’s request, and in all cases subject to the terms and conditions of the Detroit TBA, Seller shall: (a) operate the Stations Business in the ordinary course of business consistent with past practice and conduct the Business in all material respects in accordance with FCC rules and regulations the Communications Laws and with all other applicable lawsLegal Requirements, regulationsincluding using commercially reasonable efforts to preserve and maintain the Business’ goodwill, rules business, customer and ordersemployee relationships, licenses and franchises; (b) not(i) not materially modify any of the FCC Licenses (or any practices, policies or procedures of the Company relating to regulatory compliance) and shall maintain all of the FCC Licenses in full force and effect or (ii) not change any Station’s call letters; (c) other than in the ordinary course of business in accordance with past practicebusiness, or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsPurchased Assets (other than the Real Property, which is subject to Section 4.1(d) below) unless replaced with similar items of substantially equal or greater value and utility, (ii) create, assume or permit to exist any Liens upon the Station Purchased Assets, except for Permitted LiensLiens or (iii) dissolve, liquidate, merge or consolidate with any other entity; (ci) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case, in the ordinary course of business, (ii) not grant any easements or licenses with respect to the Real Property, (iii) not dispose of, sell, transfer, acquire, lease, exchange or encumber any Real Property; (iv) not amend, modify or terminate any Real Property Lease or other agreements relating to the Leased Real Property; or (v) not fail to exercise any rights of renewal of a material Real Property Lease that by its terms would otherwise expire; (e) maintain in all material respects in full force and effect policies of insurance of the same type, character and coverage as the policies set forth in Schedule 2.12; (f) not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws; (i) upon reasonable advance written notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Purchased Assets and the books and records and personnel of the Business, and furnish Buyer with such information relating to the Station Purchased Assets as or the Business that Buyer may reasonably request, at Buyer's expense and provided provided, that such request does access rights shall not interfere be exercised in a manner that unreasonably interferes with the business operation of the StationsBusiness, and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyer upon and effective as of the Effective Time; (dh) after Except for performance and stay bonuses and other compensation payable solely by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement or as required by law and files this Agreement which in each case have no effect on any Employee’s annual compensation for all purposes hereunder, not enter into or amend (i) any employment agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included (A) an Employee providing for annual compensation in excess of $75,000 or (B) any other Employee other than in the Station Assets during ordinary course of business, (ii) any severance agreement or (iii) any labor or union agreement or plan, in each case that will be binding upon Buyer or the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsBusiness after Closing; (ei) notnot hire, terminate the employment of, or transfer the employment of any Station general manager or any other Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $75,000, excluding any terminations for “cause” as reasonably determined by Seller; (j) not (i) increase the compensation (including base salary and bonus or incentive compensation or hourly wage) or benefits payable to any Employee (except for (A) performance and stay bonuses and other compensation payable solely by Seller in connection with the consummation of the transactions contemplated by this Agreement or (B) increases to employee compensation (including base salary and bonus or incentive compensation or hourly wage) made in the ordinary course of business and not exceeding 3% of such employee’s salary and bonus or incentive compensation or hourly wage, as applicable), or (ii) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand or change the circumstances in which such severance is payable); (k) pay accounts payable and collect accounts receivable of the Business in the ordinary course of business; (l) use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement; (m) except as permitted pursuant to Sections 4.1(h), 4.1(i), and 4.1(j) hereof, not (i) enter into any agreement or contract (x) for the use of any digital subchannel of any Station or (y) that would have been a Purchased Contract were Seller a party or subject thereto on the date of this Agreement unless such agreement or contract (A) is entered into in the ordinary course of business and (B) does not involve payments by Seller of greater than $50,000 for any individual such contract or $250,000 in the aggregate for all such contracts during any twelve (12) month period, (ii) amend in any material respect or renew any Purchased Contract unless such amendment or renewal (A) is effected in the ordinary course of business and (B) does not increase the amount of payments to be made by Seller during any twelve (12) month period by more than $50,000 for any individual such contract or $250,000 in the aggregate for all such contracts or (iii) terminate or waive any material right under any Purchased Contract other than in the ordinary course of business (excluding the expiration of any Purchased Contract in accordance with past practiceits terms) (it being understood that if any such entry into, make material changes or amendment or termination of any such agreement or contract is permitted pursuant to this Section 4.1(m) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 4.1, then this Section 4.1(m) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (n) not materially change any accounting practices, period, policies, procedures or methods relating to the compensation Business (except for any change required under GAAP or applicable law) or maintain its books and records relating to the Business in a manner other than in the ordinary course of business; (o) not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment with Buyer which is not expressly stated in this Agreement; (p) promptly enter into, and comply with the terms of, tolling, assignment and escrow agreements on customary terms and conditions, as necessary and requested by the FCC to facilitate grant of the FCC Application or any Renewal Application with respect to any Station; (q) not take any action, or omit to take any action, or enter into any agreement or contract which would, or would reasonably be expected to, prevent or interfere with the successful prosecution of the FCC Application or any Renewal Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or Renewal Application or the consummation of the transactions contemplated by this Agreement; (r) not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any employee third party, excluding such acquisitions the capital stock or assets of which shall not constitute Purchased Assets or relate to the Business; (s) maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed; (t) promote the Stations and the programming of the Stations other than those to be retained by Seller after Closing; and(both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (fu) make available not voluntarily recognize (except as have been recognized as of the date hereof or required by law), or collectively bargain without the participation by and approval of Buyer with, any labor unions as the collective bargaining representative of any Employee; and foregoing. (v) not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated take any actions inconsistent with other stations.the

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or as specifically permitted in any schedule to any subsection of Schedule 4.1 or required by applicable law or the regulations or requirements of any regulatory organization applicable to Seller, unless Buyer otherwise consents in writing (which request for consent shall, notwithstanding the provisions of Section 11.4, be directed to and promptly considered in accordance with the prior written terms and conditions of this Section 4.1 by the Buyer Principal Liaisons (as defined below) and which consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed), Seller shall, and Seller shall cause the High Plains Entities to: (a) operate the Stations Business in the ordinary course of business consistent with past practice and conduct the Business in all material respects in accordance with FCC rules and regulations the Communications Laws and with all other applicable lawsLegal Requirements, regulationsincluding using commercially reasonable efforts to preserve and maintain the Business’ goodwill, rules business and orderscustomer relationships, licenses and franchises; (bi) not, not materially adversely modify any of the FCC Licenses and shall maintain all of the FCC Licenses in full force and effect or (ii) change any Station’s call letters; (c) other than in the ordinary course of business in accordance with past practiceor for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsPurchased Assets unless replaced with similar items of substantially equal or greater value and utility, or (ii) create, assume or permit to exist any Liens upon the Station Purchased Assets, except for Permitted LiensLiens or (iii) dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case in the ordinary course of business; (e) maintain in full force and effect policies of insurance of the same type, character and coverage as the policies set forth in Section 2.12; (f) not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws; (g) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Purchased Assets and personnel of the Business, and furnish Buyer with such information relating to the Station Purchased Assets as that Buyer may reasonably request, at Buyer's expense and provided provided, that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the StationsBusiness, and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyer upon and effective as of the Effective Time; (dh) after except for performance and stay bonuses and other compensation payable by Seller publicly announces or any High Plains Entity in connection with the transaction consummation of the transactions contemplated by this Agreement or otherwise required by law, not enter into any employment agreement with an Employee providing for annual compensation in excess of $75,000, any severance agreement or any labor, or union agreement or plan (other than renewal of any Collective Bargaining Agreement, with respect to which Seller shall only be required to provide reasonable advance notice to Buyer) that will be binding upon Buyer or the Business after Closing; (i) not hire, terminate the employment of, or transfer the employment of any Station general manager or any other Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $75,000, excluding any terminations for “cause” as reasonably determined by Seller; (j) not (i) other than salary increases for non-officer Employees in the ordinary course of business consistent with past practice, materially increase the compensation or benefits payable to any Employee (except for (A) performance and files stay bonuses and other compensation payable by Seller or the High Plains Entities in connection with the consummation of the transactions contemplated by this Agreement with or (B) increases to employee compensation (including base salary and bonus or incentive compensation or hourly wage) made in the FCCordinary course of business and not exceeding 4% of such employee’s salary and bonus or incentive compensation or hourly wage, thenas applicable), when reasonably requested or (ii) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand the circumstances in which such severance is payable); (k) pay accounts payable and collect accounts receivable of the Business in the ordinary course of business; (l) use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement; (m) except as permitted pursuant to Sections 4.1(h), 4.1(i), and 4.1(j) hereof, except for agreements and contracts which will be terminable by Buyer, provide Buyer access to without penalty, upon notice of sixty (60) days or less, not (i) enter into any agreement or contract (x) for the Station facilities use of any digital subchannel of any Station, unless terminable on notice of 90 days or less, and (y) that are included would have been a Purchased Contract were Seller or the High Plains Entities a party or subject thereto on the date of this Agreement unless such agreement or contract (A) is entered into in the Station Assets during the Stations' normal ordinary course of business hours, provided such access and (B) does not interfere unreasonably with involve payments by Seller or the High Plains Entities of greater than $50,000 during any twelve (12) month period, (ii) amend in any material respect any Purchased Contract unless such amendment (A) is effected in the ordinary course of business and (B) does not increase the amount of payments to be made by Seller or the Stations; High Plains Entities during any twelve (e12) not, month period by $25,000 or more or (iii) terminate or waive any material right under any Purchased Contract other than in the ordinary course of business (excluding the expiration of any Purchased Contract in accordance with past practiceits terms) (it being understood that if any such entry into, make material changes or amendment or termination of any such agreement or contract is permitted pursuant to this Section 4.1 as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 4.1, then this Section 4.1 shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (n) not materially change any accounting practices, procedures or methods relating to the compensation Business (except for any change required under GAAP or applicable law) or maintain its books and records relating to the Business in a manner other than in the ordinary course of business; (o) not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment with Buyer which is not expressly stated in this Agreement; (p) promptly enter into, and comply with the terms of, tolling, assignment and escrow agreements on customary terms and conditions, as necessary and requested by the FCC to facilitate grant of the FCC Application with respect to any Station; (q) not take any action, or omit to take any action, or enter into any agreement or contract which would, or would reasonably be expected to, prevent or interfere with the successful prosecution of the FCC Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or the consummation of the transactions contemplated by this Agreement; (r) not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any employee third party, excluding such acquisitions the capital stock or assets of which shall not constitute Purchased Assets; (s) maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will materially impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed; (t) promote the Stations and the programming of the Stations other than those (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (u) (i) not amend or waive any of its rights under the Option Exercise Agreement or, as it pertains to be retained by Seller after Closingthe High Plains Purchased Assets, the Option Agreement, and (ii) enforce its rights under the Option Exercise Agreement and, as it pertains to the High Plains Purchased Assets, the Option Agreement; and (fv) make available not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding take any actions inconsistent with the Stations as is maintained by Seller on a basis not consolidated with other stationsforegoing.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or as specifically permitted in any schedule to any subsection of Schedule 4.1 or required by applicable law or the regulations or requirements of any regulatory organization applicable to Seller, unless Buyer otherwise consents in writing (which request for consent shall, notwithstanding the provisions of Section 11.4, be directed to and promptly considered in accordance with the prior written terms and conditions of this Section 4.1 by the Buyer Principal Liaisons (as defined below) and which consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed), Seller shall, and Seller shall cause the High Plains Entities to: (a) operate the Stations Business in the ordinary course of business consistent with past practice and conduct the Business in all material respects in accordance with FCC rules and regulations the Communications Laws and with all other applicable lawsLegal Requirements, regulationsincluding using commercially reasonable efforts to preserve and maintain the Business’ goodwill, rules business and orderscustomer relationships, licenses and franchises; (bi) not, not materially adversely modify any of the FCC Licenses and shall maintain all of the FCC Licenses in full force and effect or (ii) change any Station’s call letters; (c) other than in the ordinary course of business in accordance with past practiceor for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsPurchased Assets unless replaced with similar items of substantially equal or greater value and utility, or (ii) create, assume or permit to exist any Liens upon the Station Purchased Assets, except for Permitted LiensLiens or (iii) dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case in the ordinary course of business; (e) maintain in full force and effect policies of insurance of the same type, character and coverage as the policies set forth in Section 2.12; (f) not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws; (g) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Purchased Assets and personnel of the Business, and furnish Buyer with such information relating to the Station Purchased Assets as that Buyer may reasonably request, at Buyer's expense and provided provided, that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the StationsBusiness, and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyer upon and effective as of the Effective Time; (dh) after except for performance and stay bonuses and other compensation payable by Seller publicly announces or any High Plains Entity in connection with the transaction consummation of the transactions contemplated by this Agreement or otherwise required by law, not enter into any employment agreement with an Employee providing for annual compensation in excess of $75,000, any severance agreement or any labor, or union agreement or plan (other than renewal of any Collective Bargaining Agreement, with respect to which Seller shall only be required to provide reasonable advance notice to Buyer) that will be binding upon Buyer or the Business after Closing; (i) not hire, terminate the employment of, or transfer the employment of any Station general manager or any other Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $75,000, excluding any terminations for “cause” as reasonably determined by Seller; (j) not (i) other than salary increases for non officer Employees in the ordinary course of business consistent with past practice, materially increase the compensation or benefits payable to any Employee (except for (A) performance and files stay bonuses and other compensation payable by Seller or the High Plains Entities in connection with the consummation of the transactions contemplated by this Agreement with or (B) increases to employee compensation (including base salary and bonus or incentive compensation or hourly wage) made in the FCCordinary course of business and not exceeding 4% of such employee’s salary and bonus or incentive compensation or hourly wage, thenas applicable), when reasonably requested or (ii) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand the circumstances in which such severance is payable); (k) pay accounts payable and collect accounts receivable of the Business in the ordinary course of business; (l) use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement; (m) except as permitted pursuant to Sections 4.1(h), 4.1(i), and 4.1(j) hereof, except for agreements and contracts which will be terminable by Buyer, provide Buyer access to without penalty, upon notice of sixty (60) days or less, not (i) enter into any agreement or contract (x) for the Station facilities use of any digital subchannel of any Station, unless terminable on notice of 90 days or less, and (y) that are included would have been a Purchased Contract were Seller or the High Plains Entities a party or subject thereto on the date of this Agreement unless such agreement or contract (A) is entered into in the Station Assets during the Stations' normal ordinary course of business hours, provided such access and (B) does not interfere unreasonably with involve payments by Seller or the High Plains Entities of greater than $50,000 during any twelve (12) month period, (ii) amend in any material respect any Purchased Contract unless such amendment (A) is effected in the ordinary course of business and (B) does not increase the amount of payments to be made by Seller or the Stations; High Plains Entities during any twelve (e12) not, month period by $25,000 or more or (iii) terminate or waive any material right under any Purchased Contract other than in the ordinary course of business (excluding the expiration of any Purchased Contract in accordance with past practiceits terms) (it being understood that if any such entry into, make material changes or amendment or termination of any such agreement or contract is permitted pursuant to this Section 4.1 as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 4.1, then this Section 4.1 shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (n) not materially change any accounting practices, procedures or methods relating to the compensation Business (except for any change required under GAAP or applicable law) or maintain its books and records relating to the Business in a manner other than in the ordinary course of business; (o) not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment with Buyer which is not expressly stated in this Agreement; (p) promptly enter into, and comply with the terms of, tolling, assignment and escrow agreements on customary terms and conditions, as necessary and requested by the FCC to facilitate grant of the FCC Application with respect to any Station; (q) not take any action, or omit to take any action, or enter into any agreement or contract which would, or would reasonably be expected to, prevent or interfere with the successful prosecution of the FCC Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or the consummation of the transactions contemplated by this Agreement; (r) not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any employee third party, excluding such acquisitions the capital stock or assets of which shall not constitute Purchased Assets; (s) maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will materially impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed; (t) promptly make, and not in any way delay or postpone the making of, any capital expenditure (or series of related capital expenditures) set forth on Schedule 4.1(t); (u) promote the Stations and the programming of the Stations other than those (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (v) act in a manner consistent with the Asbestos Plan; (w) (i) not amend or waive any of its rights under the Option Exercise Agreement or, as it pertains to be retained by Seller after Closingthe High Plains Purchased Assets, the Option Agreement, and (ii) enforce its rights under the Option Exercise Agreement and, as it pertains to the High Plains Purchased Assets, the Option Agreement; and (fx) make available not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding take any actions inconsistent with the Stations as is maintained by Seller on a basis not consolidated with other stationsforegoing.

Seller’s Covenants. Seller covenants From and agrees with respect to the Stations that, between after the date hereof and Closing, except as permitted by of this Agreement or with through the prior written consent of Buyer, which shall not be unreasonably withheldClosing Date, Seller shalland Seller's agents shall cause the Company at the Company's expense to: (a) maintain and operate the Stations Property in the ordinary course of business a manner consistent with past current practice and in all material respects in accordance with FCC rules materially perform its obligations under the Leases, Contracts and regulations and with all other applicable laws, regulations, rules and ordersLicenses; (b) notkeep in existence all fire and extended coverage insurance policies, and all liability insurance policies, that are in existence as of the date of this Agreement with respect to the Property; (c) promptly advise Purchaser in writing of any changes in circumstances that would render the representations and warranties made by Seller herein false or misleading in any material respect and not cause any of such representations or warranties to become false; (d) upon written notice from Purchaser on or before Closing, cause the Company to give appropriate notices of termination of Contracts designated by Purchaser (but only to the extent termination is permitted thereunder without a penalty); provided, however, that if the notice period required to terminate such Contracts will not have run prior to Closing, Purchaser shall accept the termination of the Contract consistent with the notice period provided in the respective Contract; (e) not to pledge or otherwise encumber any of the Property; (f) not permit the Company to acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or any portion of the assets of, or by any other manner, any business or any corporation, partnership, association or business organization or division thereof, or otherwise acquire or agree to acquire any amount of assets, or otherwise conduct any business activities of whatever nature or kind other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liensbusiness; (cg) furnish Buyer with such information relating not permit the Company to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make any material changes to in its present accounting methods, except as required by law, rule, regulation or GAAP, or other method currently used by the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after ClosingCompany; and (fh) not permit the Company to, (i) make available or rescind any express or deemed material election relating to Buyertaxes, (ii) materially change any of its methods of reporting income or deductions for Federal income tax purposes, except as may be required by applicable law; or (iii) file any material tax return other than in a manner consistent with past custom and authorize its accountants practice. (i) pay all obligations (or the installment thereof then due and payable, if any such obligations are payable in installments) relating to cooperate any capital charges, impound, connection or development fees imposed by any Governmental Authority, or any public or private utility relating to the Land and make available Improvements which are due and payable prior to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsClosing Date.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or as specifically permitted in any schedule to any subsection of Schedule 4.1 or required by applicable law or the regulations or requirements of any regulatory organization applicable to Seller, unless Buyer otherwise consents in writing (which request for consent shall, notwithstanding the provisions of Section 11.4, be directed to and promptly considered in accordance with the prior written terms and conditions of this Section 4.1 by the Buyer Principal Liaisons (as defined below) and which consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) operate the Stations Business in the ordinary course of business consistent with past practice and conduct the Business in all material respects in accordance with FCC rules and regulations the Communications Laws and with all other applicable lawsLegal Requirements, regulationsincluding using commercially reasonable efforts to preserve and maintain the Business’ goodwill, rules business and orderscustomer relationships, licenses and franchises; (bi) not, not materially adversely modify any of the FCC Licenses and shall maintain all of the FCC Licenses in full force and effect or (ii) change any Station’s call letters; (c) other than in the ordinary course of business in accordance with past practiceor for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease lease, license or dispose of or agree to sell, lease lease, license or dispose of any of the Station AssetsPurchased Assets unless replaced with similar items of substantially equal or greater value and utility, or (ii) create, assume or permit to exist any Liens upon the Station Purchased Assets, except for Permitted LiensLiens or (iii) dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain and replace the Tangible Personal Property and maintain the Real Property, in each case in the ordinary course of business; (e) maintain in full force and effect policies of insurance of the same type, character and coverage as the policies set forth in Section 2.12; (f) not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the applicable interference level permitted under the Communications Laws; (g) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Purchased Assets and personnel of the Business, and furnish Buyer with such information relating to the Station Purchased Assets as that Buyer may reasonably request, at Buyer's expense and provided provided, that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the StationsBusiness, and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable Business data, to Buyer upon and effective as of the Effective Time; (dh) after except for performance and stay bonuses and other compensation payable by Seller publicly announces in connection with the transaction consummation of the transactions contemplated by this Agreement or otherwise required by law, not enter into any employment agreement with an Employee providing for annual compensation in excess of $75,000, any severance agreement or any labor, or union agreement or plan (other than renewal of any Collective Bargaining Agreement, with respect to which Seller shall only be required to provide reasonable advance notice to Buyer) that will be binding upon Buyer or the Business after Closing; (i) not hire, terminate the employment of, or transfer the employment of any Station general manager or any other Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $75,000, excluding any terminations for “cause” as reasonably determined by Seller; (j) not (i) other than salary increases for non officer Employees in the ordinary course of business consistent with past practice, materially increase the compensation or benefits payable to any Employee (except for (A) performance and files stay bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement with or (B) increases to employee compensation (including base salary and bonus or incentive compensation or hourly wage) made in the FCCordinary course of business and not exceeding 4% of such employee’s salary and bonus or incentive compensation or hourly wage, thenas applicable), when reasonably requested or (ii) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand the circumstances in which such severance is payable); (k) pay accounts payable and collect accounts receivable of the Business in the ordinary course of business; (l) use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement; (m) except as permitted pursuant to Sections 4.1(h), 4.1(i), and 4.1(j) hereof, except for agreements and contracts which will be terminable by Buyer, provide Buyer access to without penalty, upon notice of sixty (60) days or less, not (i) enter into any agreement or contract (x) for the Station facilities use of any digital subchannel of any Station, unless terminable on notice of 90 days or less, and (y) that are included would have been a Purchased Contract were Seller a party or subject thereto on the date of this Agreement unless such agreement or contract (A) is entered into in the Station Assets during the Stations' normal ordinary course of business hours, provided such access and (B) does not interfere unreasonably with involve payments by Seller of greater than $50,000 during any twelve (12) month period, (ii) amend in any material respect any Purchased Contract unless such amendment (A) is effected in the ordinary course of business and (B) does not increase the amount of the Stations; payments to be made by Seller during any twelve (e12) not, month period by $25,000 or more or (iii) terminate or waive any material right under any Purchased Contract other than in the ordinary course of business (excluding the expiration of any Purchased Contract in accordance with past practiceits terms) (it being understood that if any such entry into, make material changes or amendment or termination of any such agreement or contract is permitted pursuant to this Section 4.1 as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 4.1, then this Section 4.1 shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (n) not materially change any accounting practices, procedures or methods relating to the compensation Business (except for any change required under GAAP or applicable law) or maintain its books and records relating to the Business in a manner other than in the ordinary course of business; (o) not communicate to any Employee any information regarding the prospective terms and conditions of his or her employment with Buyer which is not expressly stated in this Agreement; (p) promptly enter into, and comply with the terms of, tolling, assignment and escrow agreements on customary terms and conditions, as necessary and requested by the FCC to facilitate grant of the FCC Application with respect to any Station; (q) not take any action, or omit to take any action, or enter into any agreement or contract which would, or would reasonably be expected to, prevent or interfere with the successful prosecution of the FCC Application or the consummation of the transactions contemplated by this Agreement, or which is or would be inconsistent with any FCC Application or the consummation of the transactions contemplated by this Agreement; (r) not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any employee third party, excluding such acquisitions the capital stock or assets of which shall not constitute Purchased Assets; (s) maintain its qualifications to hold the FCC Licenses with respect to each Station and not take any action that will materially impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed; (t) [intentionally omitted]; (u) promote the Stations and the programming of the Stations other than those to be retained by Seller after Closing(both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; and (fv) make available [intentionally omitted]; (w) [intentionally omitted] (x) not agree, commit or resolve to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding take any actions inconsistent with the Stations as is maintained by Seller on a basis not consolidated with other stationsforegoing.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Business in the ordinary course of business consistent Business except for changes resulting from or arising in connection with past practice the sale by Seller and its affiliates of other publications, it being understood that Seller and its affiliates are in the process of selling all or substantially all of its publishing division; (b) operate the Business in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (bc) not, not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsPublishing Assets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Publishing Assets, except for Permitted Liens; (cd) upon reasonable notice, give Buyer reasonable access during normal business hours to the Publishing Assets, and furnish Buyer with such information relating to the Station Publishing Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsBusiness; (e) except in the ordinary course of business and as otherwise required by law, (i) not enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the compensation payable to any employee of the Business, except for bonuses and other compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement; and (f) not, other than in the ordinary course of business in accordance with past practicebusiness, make material changes to the compensation enter into new Contracts or employment agreements of amend any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsexisting Contracts.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) notnot modify, and in all material respects maintain in full force and effect, the FCC Licenses; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, and not dissolve, liquidate, merge or consolidate with any other entity; (cd) maintain the Tangible Personal Property in good operating condition (ordinary wear and tear accepted); (e) maintain the Owned Real Property in good operating condition and preserve and maintain the Owned Real Property consistent with past practice; and (f) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the StationsStations or other stations owned by Seller or its affiliates; (dg) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than except in the ordinary course of business in accordance with past practiceand as otherwise required by law, make material changes to the compensation not enter into any employment, labor, or employment agreements union agreement or plan (or amendments of any employee of the Stations other than those such existing agreements or plan) that will be binding upon Buyer after Closing; (h) not amend, terminate or fail in any material respect to perform its obligations under any Real Property Lease; (i) not enter into new contracts that will be retained by Seller binding upon Buyer after Closing; and (fj) make available provide Buyer with a list of any Seller’s creditors who have Liens on the Station Assets at least five (5) days prior to BuyerClosing, and authorize its accountants cooperate with Buyer to cooperate ensure such Liens are released at Closing and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated timely send any bulk sales notices to Seller’s creditors in compliance with other stationsapplicable law.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between that from the date hereof and of this Agreement until the Closing: (a) Except as Purchaser may otherwise consent in writing, until the Closing, Seller shall: (i) carry on the business of the Property in the ordinary course and in a manner consistent with Seller’s prior practices; (ii) maintain the Property in its present condition and repair, ordinary wear and tear and damage by casualty excepted; (iii) maintain the existing insurance policies for the Property (or any replacements thereof) in full force and effect; (iv) not grant to any third party any interest in the Property Interests except pursuant to leases which Seller may enter into after the Effective Date as permitted by under this Agreement Agreement; and (v) not enter into, or cause to be entered into, any service or other new contract (or renew any existing Service Contracts) that cannot be terminated with thirty (30) days’ notice without liability, including, without limitation, a termination fee or similar payment, on or after the Closing Date. (b) Seller shall not, without first obtaining the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, Seller shall: conditioned or delayed, (ai) operate make or cause to be made any additions to the Stations Property except (v) in the ordinary course of business consistent operating the Property, (w) to comply with past practice Laws, (x) as required for maintenance and repair, (y) required by any of the Leases or the Service Contracts or (z) as required by this Agreement, (ii) voluntarily sell, transfer, encumber or change the status of title of all or any portion of the Property or voluntarily sell transfer or encumber the Property Interests, with the exception of executing and recording an amendment, designation or similar documentation confirming the parties to that certain Declaration of Easements, Covenants and Restrictions dated as of September 18, 2008, as amended to date, relating to the Settlers Ridge Real Property, which amendment, designation or instrument shall, if executed after the Due Diligence Deadline, be subject to the consent of Purchaser, such consent not to be unreasonably withheld, (iii) change or cause to be changed the current zoning of the Real Property in a manner materially adverse to it, or (iv) cancel, amend or modify or cause to be cancelled, amended or modified, in a manner adverse to the Property, any license or permit held by Settlers Ridge Owner or Milford Seller with respect to the Property or any part thereof which would be binding upon Purchaser after the Closing. Seller shall use its commercially reasonable efforts to maintain in existence all material respects required licenses, permits and approvals that are now in accordance existence with FCC rules respect to the ownership or operation of the Real Property, and regulations and with all other applicable laws, regulations, rules and orders;are of a continuing nature. (bc) not, other than Except in the ordinary course and in a manner consistent with Seller’s past practices, Seller shall not (i) enter into, or cause to be entered into, any new lease for a retail unit; (ii) enter into, or cause to be entered into, and, renew or extend, or cause to be renewed or extended, any Lease for a retail unit with an existing tenant; (iii) terminate, or cause to be terminated, any Lease except by reason of business a default by the tenant thereunder; (iv) grant, or cause to be granted, any monetary concessions to a tenant; (v) apply, or cause to be applied, any security deposit held by Seller in accordance connection with past practice, sell, lease or dispose any Lease except in the event of or agree to sell, lease or dispose of any a termination of the Station Assets, applicable Lease; or create, assume or permit to exist (vi) enter into any Liens upon amendment of the Station AssetsGround Lease, except for Permitted Liens; (c) furnish Buyer with such information relating as consented to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations;by Purchaser in writing. (d) after Seller publicly announces On or before the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access date that is three (3) business days prior to the Station facilities that are included Closing Date, Seller shall provide to Purchaser a current updated Rent Roll in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business same format as that delivered to Purchaser in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsthis Agreement.

Seller’s Covenants. From and after the date of this Agreement through the Closing Date, Seller covenants and agrees Seller’s agents shall cause the Company at the Company’s expense to: (a) maintain and operate the Property in a manner consistent with current practice and materially perform its obligations under the Leases, Contracts and Licenses; (b) keep in existence all fire and extended coverage insurance policies, and all liability insurance policies that are in existence as of the date of this Agreement with respect to the Stations that, between Property; (c) promptly advise Purchaser in writing of any changes in circumstances that would render the date hereof representations and warranties made by Seller herein false or misleading in any material respect; (d) upon written notice from Purchaser on or before Closing, except as cause the Company to give appropriate notices of termination of Contracts designated by Purchaser (but only to the extent termination is permitted by this Agreement or thereunder without a penalty); provided, however, that if the notice period required to terminate such Contracts will not have run prior to Closing, Purchaser shall accept the termination of the Contract consistent with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations notice period provided in the ordinary course respective Contract; (e) not to further pledge or otherwise encumber any of the Property; (f) not permit the Company to acquire or agree to acquire, by merging or consolidating with, or by purchasing any equity interest in or any portion of the assets of, or by any other manner, any business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable lawsor any corporation, regulationspartnership, rules and orders; (b) notassociation or business organization or division thereof, or otherwise acquire or agree to acquire any amount of assets, or otherwise conduct any business activities of whatever nature or kind other than in the ordinary course of business business; (g) not permit the Company to make any material changes in accordance its present accounting methods, except as required by law, rule, regulation or GAAP, or other method currently used by the Company; (h) not permit the Company to, (i) make or rescind any express or deemed material election relating to taxes, (ii) materially change any of its methods of reporting income or 14 deductions for Federal income tax purposes, except as may be required by applicable law; or (iii) file any material tax return other than in a manner consistent with past custom and practice; and (g) pay all obligations (or the installment thereof then due and payable, sellif any such obligations are payable in installments) relating to any capital charges, lease impound, connection or dispose of or agree to sell, lease or dispose of development fees imposed by any of the Station AssetsGovernmental Authority, or create, assume any public or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c) furnish Buyer with such information private utility relating to the Station Assets as Buyer may reasonably request, at Buyer's expense Land and provided such request does not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement Improvements which are due and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access payable prior to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsClosing Date.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations Station in the ordinary course of business consistent with past practice practices and in all material respects in accordance with FCC rules and regulations regulations, the terms of the FCC Licenses, and with all other applicable laws, regulations, rules and orders; (b) notnot adversely modify, and in all respects maintain in full force and effect, the FCC Licenses, and timely file and prosecute any necessary modification or renewal applications of the FCC Licenses or other submissions to the FCC; (c) not other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (cd) maintain the Tangible Personal Property in the ordinary course of business and in accordance with the rules and other requirements of the FCC; (e) maintain the records, files and other documents kept in connection with the Station in the usual and ordinary manner consistent with standard broadcast industry practice; (f) pay and perform all of the obligations with respect to the Station (including those required under the Real Property Lease and Interference Agreement) in the ordinary course as such obligations become due; (g) not materially amend or modify the Real Property Lease or the Interference Agreement; (h) maintain in full force and effect through the Closing Date its existing property damage, liability, and other insurance with respect to the Station Assets; and (i) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with such information relating to the Station Assets as that Buyer may reasonably request, at Buyer's expense and provided that such request does access rights shall not interfere unreasonably be exercised in a manner that interferes with the business operation of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, or other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained stations owned by Seller after Closing; and (f) make available to Buyer, and authorize or its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stationsaffiliates.

Seller’s Covenants. Seller covenants and agrees with respect to the Stations Buyer that, between from the date hereof and to Closing, Seller, except as permitted by this Agreement or with the prior written consent of Buyer, will not: (a) fail to carry on its business with respect to the Assets and Liabilities in the same manner as it is now being conducted (including without limitation through the transfer of any Deposit Accounts to or from the Rhinelander Branch, except upon the unsolicited request of a customer of either the Rhinelander Branch or the Elcho Branch); (b) sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the Assets or cancel any of the Liabilities, except in the ordinary course of business; (c) fail to use reasonable efforts to maintain and preserve its business and goodwill and its existing relationships with its customers and others having business relationships with it at the Rhinelander Branch; (d) fail to maintain all existing policies of insurance with respect to the Rhinelander Branch in their present form and with their present coverage or to maintain all fidelity bonds or indemnity agreements concerning the fidelity of its employees at the Rhinelander Branch; (e) enter into any employment, agency or other contract or arrangement with respect to the Rhinelander Branch for the performance of personal services that is not terminable without liability to Buyer; (f) fail to comply with any law, rule, regulation or order applicable to it if such failure would adversely affect its condition (financial or otherwise) or its ability to operate its business; (g) set interest rates at the Rhinelander Branch in a manner inconsistent with prior policies or practice, or without limiting the generality of the foregoing, (i) accept any deposits at higher than prevailing market rates paid by banks (expressly excluding credit unions or other non-bank financial institutions) located within a fifteen (15) mile radius of the Rhinelander Branch, (ii) accept any broker deposits, or (iii) employ any special promotions to increase deposits. Not less than five (5) business days prior to the Closing Date, the Seller shall provide the Buyer with a list of Deposit Accounts, corresponding interest rates paid on the Deposit Accounts and other information necessary for the Buyer to verify the rates paid by the Seller on Deposit Accounts subject to this subsection; (h) fail to maintain all Personal Property pending Closing in good condition reasonable wear and tear excepted; (i) acquire or dispose of any furniture, fixtures or equipment for the Rhinelander Branch other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, fixtures and equipment and normal maintenance and refurbishing in the ordinary course of business, except that Seller shall make no capital expenditures, contract for or commit to capital expenditures in excess of $20,000.00 for any one (1) project in connection with the Rhinelander Branch except with written consent of Buyer, which shall consent will not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and ordersconditioned or delayed; (bj) notexcept for any bonus that may be paid by Seller prior to Closing or any customary year-end raises, pay or commit to pay any salary, fee, or other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree compensation to sell, lease or dispose of any of its Employees at the Station Assets, or create, assume or permit to exist any Liens upon Rhinelander Branch at a rate in excess of that prevailing on the Station Assets, except for Permitted Liensdate hereof; (ck) furnish Buyer make any new loans at the Rhinelander Branch or the Elcho Branch, modify the terms of any existing loan, or engage in any other transactions (other than routine banking transactions) with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business any Affiliated Person of the Stations; (d) after Seller publicly announces the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the Stations; (e) not, other than in the ordinary course of business in accordance with past practice, make material changes to the compensation or employment agreements of any employee of the Stations other than those to be retained by Seller after Closing; and (f) make available to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations.Seller. “

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between Between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, delayed or conditioned, Seller shall: (a) operate the Stations (i) in the ordinary course of business in a manner consistent with past practice and practice, (ii) in all material respects respects, and in a manner consistent with past practice, in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and ordersorders and (iii) in accordance with the Stations’ operating budgets, including, but not limited to, with regards to any capital expenditures, promotion and advertising; (b) not materially adversely modify, and in all material respects maintain in full force and effect, the FCC Licenses; (c) except as provided by Section 1.10(d), not, other than in the ordinary course of business in accordance with past practicebusiness, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station AssetsAssets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Assumed Obligations and Permitted Liens; (c) furnish Buyer , and not dissolve, liquidate, merge or consolidate with such information relating to the Station Assets as Buyer may reasonably request, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stationsany other entity; (d) after Seller publicly announces maintain the transaction contemplated by this Agreement and files this Agreement with the FCC, then, when reasonably requested by Buyer, provide Buyer access to the Station facilities that are included Tangible Personal Property in the Station Assets during ordinary course of business and not pledge, subject to any Lien (other than Permitted Liens) or otherwise encumber the Stations' normal business hours, provided such access does not interfere unreasonably with the business of the StationsTangible Personal Property; (e) not, maintain the Intangible Property and Licensed IP and not abandon or grant any license or sublicense of any rights under or with respect to any Intangible Property and Licensed IP other than in the ordinary course of business; (f) not pledge, subject to any Lien (other than Permitted Liens) or otherwise encumber the Equity Interests; (g) upon reasonable notice, give Buyer and its representatives reasonable access during normal business in accordance with past practice, make material changes hours to the Station Assets, and furnish Buyer with information relating to the Station Assets that Buyer may reasonably request, provided that such access rights shall not be exercised in any manner that interferes with the operation of the Stations; (h) except in the ordinary course of business or as otherwise required by law, and provided that any such agreement or plan provides for the contingency of involuntary termination of employment with no more than six months severance, not (i) enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan), that will be binding upon Buyer after Closing or (ii) increase the compensation or employment agreements of payable to any employee of the Stations Stations, except for bonuses and other than those compensation payable by Seller in connection with the consummation of the transactions contemplated by this Agreement (if any); (i) use commercially reasonable efforts to maintain the Stations’ cable and DBS carriage existing as of the date of this Agreement, including making timely elections of must-carry or retransmission consents and negotiating new or extended retransmission consent agreements in the ordinary course of business, and Seller shall use its commercially reasonable efforts to extend any retransmission agreements that are scheduled to expire between the date hereof and the Effective Time, such agreements to be retained extended by Seller 180 days with automatic 30 day renewals thereafter; (j) not make any material change to its method of accounting in effect at December 31, 2006 with regards to the Stations and the Station Assets except (i) as required by GAAP or as required by a governmental authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization) or (ii) as required by a change in applicable law; (k) not enter into new Station Contracts that will be binding upon Buyer after Closing, except for (i) new time sales agreements and other Station Contracts made in the ordinary course of business that are terminable on ninety (90) days notice or less without penalty, (ii) other Station Contracts made with Buyer’s prior consent, and (iii) other Station Contracts that do not require post-Closing payments by Buyer of more than $100,000 per Station (in the aggregate for all such new contracts); (l) not amend any Station Contract in any material respect, except for such amendments made in the ordinary course of business or made with Buyer’s prior consent; and (fm) make available not contractually agree to do any of the foregoing. For purposes of calculating the amount of said post-Closing payments by Buyer, and authorize its accountants to cooperate and make available to Buyerif a contract is terminable by giving advance notice, then such amount shall include only the post-Closing amount that would be payable if a termination notice were given at Buyer's expense and reasonable request Closing (whether or not such financial information regarding notice is in fact given), but in no event shall such amount be more than the Stations as is maintained by Seller on a basis not consolidated with other stationsamount payable absent such termination notice.

Seller’s Covenants. Seller covenants and agrees with respect ------------------ to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a) operate the Stations in the ordinary course of business consistent with past practice and in compliance with Section 1.1(c) with respect to the Station Contracts, and in all material respects in accordance with FCC rules and regulations regulations, in compliance with the Communications Act, and with all other applicable laws, regulations, rules and orders; (b) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens, or apply for material modification of any FCC Licenses; (c) furnish Buyer with such information relating to the Station Assets as Buyer may reasonably request, and permit Buyer's on-site access to the Station Assets with Seller's prior approval after the FCC Application is filed, including access to conduct any environmental assessment or survey of the real property, at Buyer's expense and provided such request does and on-site visits do not interfere unreasonably with the business of the Stations; (d) after Seller publicly announces give or cause the transaction contemplated by this Agreement Stations to give Buyer and files this Agreement with the FCCBuyer's accountants, thenat Buyer's expense, when reasonably requested by Buyerand reasonable request and upon reasonable notice, provide Buyer full and reasonable access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided hours to Seller's financial records that Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such access does not a manner as to interfere unreasonably with the business of the Stations. Any investigation by Buyer in accordance with the foregoing shall not diminish or negate, in any way, any of the representations or warranties of Seller set forth in this Agreement or in connection herewith; (e) notcooperate, other than and use its reasonable best efforts to cause its independent auditors to reasonably cooperate, with Buyer in order to enable Buyer to have independent auditors selected by Buyer, and at Buyer's expense, prepare audited financial statements for the ordinary course Stations for the three (3) most recently completed fiscal year-ends and any quarter and related year to date period during the current fiscal year. Without limiting the generality of business in accordance with past practicethe foregoing, make material changes Seller agrees that it will: (i) consent to the compensation use of and execute documents in support of such audited financial statements in any registration statement or employment agreements other document filed by Buyer under Securities Act of 1933 and the Securities and Exchange Act of 1934 or any document relating to a private placement of Buyer's securities; (f) upon the written request of Buyer, promptly send notices of non-renewal or early termination in respect of any employee Station Contract in which such notice would not constitute a breach of the Stations other than those to be retained by Seller after Closingsuch Station Contract; and (fg) make available exercise any rights it has to Buyerrenew the terms of the KBFB tower/transmitter lease, the KCMG tower/transmitter lease and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding the Stations KCMG translator lease as is maintained by Seller identified on a basis not consolidated with other stationsSchedule 1.1(f).

Seller’s Covenants. Seller covenants and agrees with respect to the Stations that, between the date hereof and Closing, except as permitted by this Agreement or with the prior written consent of Buyer, which shall not be unreasonably withheld, Seller shall: (a1) operate the Stations in the ordinary course of business consistent with past practice and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b2) not, other than in the ordinary course of business in accordance with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Station Assets, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (c3) furnish Buyer with such information information, including monthly unaudited financial statements, relating to the Station Assets Assets, and provide Buyer with such access to the Stations, as Buyer may reasonably requestrequest with Seller's prior approval which shall not be unreasonably withheld, at Buyer's expense and provided such request does not interfere unreasonably with the business of the Stations; (d4) after Seller publicly announces give or cause the transaction contemplated by this Agreement Stations to give Buyer and files this Agreement with the FCCBuyer's accountants, thenat Buyer's expense, when reasonably requested by Buyerand reasonable request and upon reasonable notice, provide Buyer full and reasonable access to the Station facilities that are included in the Station Assets during the Stations' normal business hours, provided hours to Seller's financial records that Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such access does not a manner as to interfere unreasonably with the business of the Stations. Any investigation by Buyer in accordance with the foregoing shall not diminish or negate, in any way, any of the representations or warranties of Seller set forth in this Agreement or in connection herewith; (e5) notcooperate, other than and use its reasonable best efforts to cause its independent auditors to reasonably cooperate, with Buyer in order to enable Buyer to have independent auditors selected by Buyer, and at Buyer's expense, prepare audited financial statements for the ordinary course Stations for the three (3) most recently completed fiscal year-ends and any quarter and related year to date period during the current fiscal year. Without limiting the generality of business in accordance with past practicethe foregoing, make material changes Seller agrees that it will: (i) consent to the compensation use of and execute documents in support of such audited financial statements in any registration statement or employment agreements other document filed by Buyer under Securities Act of 1933 and the Securities and Exchange Act of 1934 or any employee document relating to a private placement of Buyer's securities; (6) not enter into new Station Contracts with a term greater than one year and an aggregate value greater than $25,000 which cannot be canceled with ninety (90) days prior written notice or that is with an affiliate of Seller (unless the terms are no less favorable to the Stations other than those to could be retained by Seller after Closing; and (f) make available obtained on an arms-length basis from an unaffiliated third party), without providing prior written notice to Buyer, and authorize its accountants to cooperate and make available to Buyer, at Buyer's expense and reasonable request such financial information regarding or enter into Trade Agreements which in the Stations as is maintained by Seller on a basis not consolidated with other stations.aggregate exceed related barter assets;