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.

Location of Assets in Other Jurisdictions. It will not, and it shall ensure that each other Credit Party does not, except for any Collateral in transit for delivery to a customer in the ordinary course of business of such Credit Party, as part of the performance of its obligations or the provision of its services to such customer under a contract entered into with such customer in the ordinary course of business of such Credit Party, # acquire any Collateral outside of the jurisdictions identified in [Schedule 12.1(t)], or (ii) move any Collateral to a jurisdiction where the Lender would not have, or continue to have, a first priority Lien over such Collateral under Applicable Law, or # knowingly suffer or permit in any other manner any of its Collateral to not be subject to the Lender’s Lien or to be or become located in a jurisdiction as a result of which the Lender’s Lien over such Collateral is not perfected.

Sales or Other Disposition of Assets. Upon receipt of the proceeds of the sale or other disposition of any Equipment or real property of a Loan Party which is subject to a mortgage in favor of Administrative Agent, or if any of the Equipment or real property subject to such mortgage is damaged, destroyed or taken by condemnation in whole or in part, the proceeds thereof shall be paid by such Loan Party to Administrative Agent as a mandatory prepayment of the Revolving Loan, such payment to be applied against the outstanding principal amount thereof until repaid in full, and then against the other Obligations, as determined by Administrative Agent, in its sole discretion. For the avoidance of doubt, any proceeds from the sale of any Equipment or real property subject to a mortgage in favor of Rooster pursuant to the Rooster Loan Documents shall not be required to prepay the Revolving Loan.

Direct Assets to Other Sub-Trusts. If there are assets remaining after the allocation provided for in [Section 8.2(c)(i)], above, the Trustee shall transfer the remaining assets from that Sub-Trust to the Sub-Trusts for all other Executives, and allocate the assets among the other Sub‑Trusts proportionately based on the assets in the other Sub-Trusts, until such assets are fully allocated or such Sub-Trusts reach 100% of the amount necessary to pay the Executive the amount the Executive could be entitled to under the applicable Executive Compensation Plan.

Transferred Assets. The information contained in [Schedule A] is true, correct and complete in all material respects as of each such Conveyance Date.

General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Article X. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

Total Assets. LMF has total assets as of the date hereof and expects to have as of the closing of the Business Combination of at least USD $5,000,000.

Excluded Assets. Except as specifically set forth in Section 1.1, the Purchased Assets purchased by Purchaser under this Agreement do not include any other properties, rights or assets of Seller, including any inventory of the Business or any Intellectual Property of Seller (collectively, the “Excluded Assets”).

Net Assets. At all times, the Borrower shall not permit its Net Assets to be less than the sum of # $240,000,000, plus # the product of 65% multiplied by the Net Cash Proceeds received in connection with the issuance of new Equity Securities (whether common or preferred stock or otherwise) after the Effective Date.

Subsidiary Assets. Permit the aggregate value of # cash and Cash Equivalents held by Borrower’s Subsidiaries that are not co-Borrowers or secured Guarantors hereunder, collectively, to exceed Five Hundred Thousand Dollars ($500,000) (or equivalent) for more than five (5) Business Days in any calendar month, or # all assets held by Borrower’s Subsidiaries that are not co-Borrowers or secured Guarantors hereunder collectively, to exceed One Million Dollars ($1,000,000) (or equivalent) for more than five (5) Business Days in any calendar month.