Assets. KYTX owns and has good marketable title to the Assets and Property, in each case free and clear and has not knowingly permitted any liens, claims and encumbrances

Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer (or shall cause to be sold and transferred) the Assets and the Equity Interests to Buyer, and Buyer shall purchase, pay for, and accept the Assets and the Equity Interests from Seller.

Administrative Agent: [[Bank of America:Organization]], as the administrative agent under the Loan Agreement

Borrower Assets. With respect to each Receivable, the Borrower will: # acquire such Receivable 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, including # filing and maintaining effective financing statements (Form UCC-1) listing [[Regional Management:Organization]] as debtor in all necessary or appropriate filing offices (and will cause [[Regional Management:Organization]] 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 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 Agent as secured party to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral on the Closing Date.

#[[Administrative Agent:Organization]]: [[JPMCB:Organization]]. N.A., as the [[Administrative Agent:Organization]] under the Credit Agreement

Borrower Assets. With respect to each Receivable and the 2023-1A SUBI Certificate, the Borrower will: # acquire such Receivable and the 2023-1A 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 2023-1A SUBI Certificate, including # filing and maintaining effective financing statements (Form UCC-1) listing [[Regional Management:Organization]] as debtor in all necessary or appropriate filing offices (and will cause [[Regional Management:Organization]] 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 2023-1A SUBI Certificate in the name of the Borrower and delivering the 2023-1A 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

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.

#[[Administrative Agent:Organization]]: [[JPMCB:Organization]], as the [[Administrative Agent:Organization]] under the Credit Agreement

Agent: BOKF, NA dba, Bank of Oklahoma., as the agent under the Credit Agreement

Borrower Assets. With respect to each Receivable, the Borrower will: # acquire such Receivable 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, including # filing and maintaining effective financing statements (Form UCC-1) listing [[Regional Management:Organization]] as debtor in all necessary or appropriate filing offices (and will cause [[Regional Management:Organization]] 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 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 Agent as secured party to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral on the Closing Date.