No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor’s ability to perform its obligations under this Guaranty.

No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the prior written consent of the ​ # sell or otherwise dispose of substantially all of its assets, # acquire substantially all of the assets of another entity, # if it is a corporation, participate in any merger, consolidation or other absorption or # agree to do any of these things.

Transfer of Assets. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, its successors and assigns all of Seller’s right, title and interest in, to and under the Acquired Assets to have and to hold forever, together with all rights and privileges thereto, and Buyer hereby purchases such Acquired Assets and accepts such conveyance, transfer, assignment and delivery from Seller.

No Transfer. The PSUs granted hereunder may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated by the Employee other than by will or by the laws of descent and distribution, and any such purported sale, transfer, pledge, assignment or encumbrance, alienation or hypothecation shall be void and unenforceable against the Company and its Subsidiaries.

No Plan Assets. Each of the following representations is true, correct and complete with respect to ​, any SPE Party and Guarantor: it does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan”, as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA or Section 4975 of the IRS Code, and none of the assets of such Person constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, # such Person is not a “governmental plan” within the meaning of [Section 3(32)] of ERISA and # transactions by or with such Person are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA which is similar to the provisions of [Section 406] of ERISA or Section 4975 of the IRS Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement including, but not limited to, the exercise by ​ of any of its rights under the Loan Documents.

None of the Borrowers sponsors, is obligated to contribute to, or is itself an “employee benefit plan,” as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA, and none of the assets of any Borrower constitutes or will constitute, during the term of the Loan, “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA. In addition, none of the Borrowers is a “governmental plan” within the meaning of [Section 3(32)] of ERISA.

No Transfer Rights. Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of in any manner other than by will or by the laws of decent and distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

No Fraudulent Transfer. It is the intention of Guarantor and ​ that the amount of the Guaranteed Obligations guaranteed by Guarantor by this Guaranty shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or similar Laws applicable to Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other

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.

No Transfer of Note. Until ​, the ​ shall not be permitted to transfer this Note, except pursuant to [Section 11] of the Loan Agreement (“2024 Secured Note Purchase Option”). Any transfer of any interest in this Note effected prior to ​ shall be deemed a nullity, and Maker shall deem the transferee to be without right or interest with respect to the Note.