Eligibility of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to reasonably request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Servicer and the Company (including via email) of its approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination of the Market Value for such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives such Notice of Acquisition and any information reasonably requested in connection therewith); provided that # any Initial Portfolio Investment shall be deemed to be approved by the Administrative Agent and # the failure of the Administrative Agent to notify the Servicer and the Company of its approval in accordance with this [Section 1.02(c)] shall be deemed to be a disapproval of such proposed acquisition. Each approval granted by the Administrative Agent for the purchase of a proposed Portfolio Investment shall remain effective for a period of thirty (30) days.

SECTION #..... Amendments of Portfolio Investments, Etc...............................................…82

Assets. Except for those to be transferred to or replaced by the LP, the LLC or Sinclair as contemplated by the terms of this Agreement, including certain Contracts, digital arrangements and IT systems, and employee matters, as set forth in [Article 4] hereof, and except for those used to provide administrative, accounting, legal, HR, IT, engineering and other back office and management services from locations other than Austin, Texas, Emmis does not own material assets that are used in the operation of the Stations.

“Performing Principal Finance Debt Assets” means Performing Principal Finance Assets which are debt Portfolio Investments.

#​ has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to ​, ​ was the sole owner of such Purchased Asset and had

Plan Assets. ​ is not an employee benefit plan as defined in [Section 3] of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in ​’s hands and transactions by or with ​ are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.

Investment Assets. The Ceding Company has valid title to all of the Initial Funds Withheld Account Assets, free and clear of any liens, pledges or other encumbrances.

The financial statements of ​ reflect the material properties and assets (real and personal) owned or leased by them.

Excluded Assets. Notwithstanding anything to the contrary contained in [Section 1.1] or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:

Portfolios are established within each Separate Account in order to identify the specific assets intended to support obligations associated with different contract forms. The assets within a portfolio intended to support a new product may not be diversified among the asset classes described above until the assets within that portfolio total ​. However, the total assets within the Separate Account will comply with these Investment Guidelines at all times

Excluded Assets. Notwithstanding anything to the contrary contained in [Section 1.1] or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:

Borrower Assets. With respect to each Receivable and the 2023-1B SUBI Certificate, the Borrower will: # acquire such Receivable and the 2023-1B SUBI Certificate pursuant to and in accordance with the terms of the Second Tier Purchase Agreement, # take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Receivable and the 2023-1B SUBI Certificate, including # filing and maintaining effective financing statements (Form UCC-1) listing ​ as debtor in all necessary or appropriate filing offices (and will cause ​ to obtain similar financing statements from each Originator from which it acquired the Receivables), and filing continuation statements, amendments or assignments with respect thereto in such filing offices, # registering the 2023-1B SUBI Certificate in the name of the Borrower and delivering the 2023-1B SUBI Certificate to the Administrative Agent, endorsed in blank, and # executing or causing to be executed such other instruments or notices as may be necessary or appropriate and # take all additional action that the Administrative Agent or any Lender may reasonably request, including the filing of financing statements (Form UCC-1) listing the Administrative

Transferred Assets. The definition of “Transferred Assets” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.

General Assets. Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under [Section 6], and all costs, charges and expenses relating thereto.

Purchased Assets. The Assets to be purchased from Sellers shall be limited to the following:

Portfolios are established within each Separate Account in order to identify the specific assets intended to support obligations associated with different contract forms. The assets within a portfolio intended to support a new product may not be diversified among the asset classes described above until the assets within that portfolio total ​. However, the total assets within the Separate Account will comply with these Investment Guidelines at all times

Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect your rights under this Agreement without your consent (provided, however, that your consent will not be required to any amendment that is deemed necessary by Gentex to ensure exemption from or compliance with Section 409A of the Code).

Amendments. The Committee may at any time alter or amend this Award to the extent # permitted by law, # permitted by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and # permitted under applicable provisions of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended (including rule 16b-3 thereof).

Amendments. This 2018 Outperformance Plan and any Awards granted hereunder may be amended or modified only with the consent of the Company acting through the Committee or the Board; provided that any amendment or modification which adversely affects a Participant must be consented to by such Participant to be effective as against him or her.