Additional LLC Interests. The Pledgor shall not # permit the issuance of # any additional limited liability company interests or any class of limited liability company interests of TPI, # any securities convertible into, or exchangeable for, any such limited liability company interests, or # any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such limited liability company interests or # enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any LLC Interest, except for any agreement evidencing or governing Permitted Liens.

LLC Interests. The Pledgor owns 100% of the equity interest in TPI and has provided to GE a true, correct and complete copy of the LLC Agreement as in effect on the date hereof.

Additional Interests. The Company shall not have the right to issue or sell to any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or any other business entity, or a governmental entity or any department, agency, or political subdivision thereof (each, a “Person”) (including the Member) any of the following (“Additional Interests”) without the express written consent of the Member: # additional Units or other interests in the Company (including new classes or series thereof having different rights); # obligations, evidences of indebtedness or other securities or interests convertible into or exchangeable for Units or other interests in the Company; and # rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Units or securities exercisable for or convertible or exchangeable into Units, whether at the time of issuance or upon the passage of time or the occurrence of some future event. The Member shall determine the terms and conditions governing the issuance of such Additional Interests, including the number and designation of such Additional Interests, the preference (with respect to distributions) over any other membership interests and any required contributions in connection therewith. Upon the issuance or sale of Additional Interests, the Member or an authorized Officer shall amend [Schedule 1] without further vote, act or consent of any other Person to reflect the issuance or sale of such Additional Interests.

Uncertificated Nature of LLC Interests. No right, title or interest of the Pledgor in TPI is represented by a certificate of interest or instrument, except such certificates or instruments, if any, as have been delivered to GE and are held in its possession, together with transfer documents as required in this Agreement (and the Pledgor covenants and agrees that any such certificates or instruments hereafter received by the Pledgor with respect to any of the Collateral will be held in trust for GE and promptly delivered to GE). No Collateral is held in a securities account. TPI is not an investment company and has not expressly elected to have membership interests in TPI treated as securities governed by Article 8 of the UCC.

LLC Agreement. Shares issued hereunder shall be subject to the transfer provisions of the LLC Agreement.

Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member # subject to the limitations of Section 4.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member), and # obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. In that event, the Company shall reflect such additional issuances in the Unit Register.

in the case of any entity which qualifies as a Structured Subsidiary (other than a passive holding company) after the Sixth Amendment Effective Date, a direct or indirect Subsidiary of the Borrower which engages in no material activities other than in connection with the purchase or financing of assets from the Loan Parties or any other Person, and which is designated by the Borrower (as provided below) as a Structured Subsidiary, so long as:

LP and LLC. On the Closing Date and effective as of Closing, # Emmis shall resign as Manager of the LLC, cause the Emmis Board Members to resign from the Board of Directors of the LLC, and cause to resign any officers of Emmis who are officers of the LP or LLC, and # Sinclair shall # file with the Texas Secretary of State an amendment to the LP’s certificate of limited partnership to change the name of the LP to one that does not include “Emmis” or any variation thereof, and thereafter discontinue, and cause the LP and the LLC to discontinue, use of such name or any variation thereof, and # amend and restate the LP Agreement and LLC Agreement to remove references to Emmis from all operative provisions. Notwithstanding anything to the contrary in the LP Agreement or the LLC Agreement, effective upon Closing, # Emmis shall have no obligation under the LP Agreement or the LLC Agreement to the extent attributable to any period after Closing, and # the Emmis rights under the LP Agreement and the LLC Agreement, each as in effect as of the date hereof, to the extent attributable to any period before Closing, including without limitation rights to distributions, advancements, and reimbursements, and all liability limitations and waivers and all indemnification obligations of the LP and LLC, shall survive Closing for the benefit of Emmis and each other indemnitee thereunder and beneficiary thereof. Capitalized terms used in this Section and not defined have the meanings set forth in the LLC Agreement.

Plan; LLC Agreement. This Option is granted subject to all of the terms and conditions of the Plan, and the Company’s limited liability company agreement, including the repurchase rights in favor of the Company set forth in [Section 6(a)(4)(B)] of the Plan, copies of which have been provided to the Optionee.

Hovnanian Companies, LLC. (referred to throughout this Agreement as "Employer" or "Hovnanian"), and ​ (referred to throughout this Agreement as "Employee"), agree that: