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.

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.

#[[Organization C:Organization]] 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 [[Organization B:Organization]], [[Organization C:Organization]] was the sole owner of such Purchased Asset and had

Plan Assets. [[Organization C:Organization]] 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 [[Organization C:Organization]]’s hands and transactions by or with [[Organization C:Organization]] 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.

Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.

Excluded Assets. Purchaser expressly understands and agrees that it is not purchasing or acquiring, and [[Organization A:Organization]] is not selling or assigning the following assets or properties of [[Organization A:Organization]], (the “Excluded Assets”):

The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.

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 $100 million. However, the total assets within the Separate Account will comply with these Investment Guidelines at all times

“Related Property” means, with respect to any Portfolio Investment, any property or other assets of the Obligor thereunder pledged or purported to be pledged as collateral to secure the repayment of such Portfolio Investment.

in the case of any Core Portfolio Investment that is not solely held by the Borrower and/or its Subsidiaries, the terms and conditions of such Core Portfolio Investment provide the Borrower (and/or its Subsidiary, as applicable) with the right to vote to approve or deny any amendments, supplements, waivers or other modifications of such terms and conditions (other than such routine amendments, supplements, waivers or other modifications as are permitted to be approved by the administrative agent only without the vote of the syndicate members);

Title to Assets; Sufficiency of Assets; Condition of Assets. Except as set forth on [Schedule 3.4] to this Agreement, the Company is the sole and exclusive legal, beneficial and equitable owner of all right, title and interest in and has good and marketable title to the assets used in the Business, none of which are subject to any Liens but some of which is collateral securing debt pursuant to the Notes. Except for Creditor interests pursuant to the Notes, no Person other than the Company has any interest in any of the assets used in the Business, except licenses of Non-Critical Software and Open Source Software. The assets used in the Business are, taken as a whole, suitable for the purposes for which they are being used by the Company and constitute all of the assets necessary for the operation of the Business as presently conducted by the Company. The assets used in the Business are in good operating condition (normal wear and tear excepted), and are fit in all material respects for use in the ordinary course of business.

Amendments. The Credit Agreement is hereby amended to # delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text); and # add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex A hereto and made a part hereof for all purposes.

Amendments. This Agreement shall not be amended or otherwise modified unless in writing signed by all of the Parties hereto.

Amendments. The Participation Agreement is hereby amended as follows:

Amendments. This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, and actions consented to, only by a duly authorized agreement in writing which makes reference to this Agreement and is executed by each Party.

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. On the terms and subject to the conditions set forth in this Amendment, the parties hereto agree as follows: