Common use of Restrictions on Negative Pledges and Upstream Limitations Clause in Contracts

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Subsidiaries to, (a) enter into or permit to exist any arrangement or agreement (other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired to secure the Obligations (other than restrictions on specific assets, which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii)), or (b) enter into any agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of any nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii), (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative Agent.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower Issuer will not, nor will it permit any of its Subsidiaries to, (a) enter into or permit to exist any arrangement or agreement (other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower Emmis OpCo or any of its Subsidiaries to enter into any agreement, contract or arrangement (other than this Purchase Agreement and the other Purchase Documents) restricting the ability of any Subsidiary of the Issuer to pay or make dividends or distributions in cash or kind to the Issuer, to make loans, advances or other payments of any nature to the Issuer, or to make transfers or distributions of all or any part of its assets to the Issuer; other than each of (a) and (b) in the case of restrictions or prohibitions to the text expressly permitted by clauses (i), (ii) and (iii) of §10.2.2 of the OpCo Credit Agreement (as in effect on the date hereof). Notwithstanding the forgoing, nothing in §10.2.2 shall restrict (x) the ability of Emmis OpCo or any Subsidiary of Emmis OpCo from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired to secure the Obligations “Obligations” (other than restrictions on specific assets, which assets are as defined in the subject of purchase money security interests to the extent permitted under §10.2.1(viii)), OpCo Credit Agreement) or (by) enter into any agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower Emmis OpCo to pay or make dividends or distributions in cash or kind to the BorrowerEmmis OpCo, to make loans, advances or other payments of any nature to the BorrowerEmmis OpCo, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii), (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative AgentIssuer.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it the Borrower permit any of its Subsidiaries to, to (a) enter into or permit to exist any arrangement or agreement (other than the excluding this Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired to secure the Obligations (other than restrictions on specific assets, which assets are the subject of except for purchase money security interests or liens on assets securing such purchase money security interests and Indebtedness assumed pursuant to Permitted Acquisitions to the extent permitted under §10.2.1(viii)8.1 hereunder), or (b) enter into any agreement, contract or arrangement (other than the excluding this Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions Distributions in cash or kind to the Borrower, to make loans, advances or other payments of any whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii)8.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business business, and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative Agentrestrictions in connection with Permitted Acquisitions.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Subsidiaries to, (a) enter into or permit to exist any arrangement or agreement (other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired to secure the Obligations (other than restrictions on specific assets, which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viiiss.11.2.1(viii)), or (b) enter into any agreement, contract or arrangement (other than excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of any nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viiiss.11.2.1(viii), and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative Agentss.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it the Borrower permit any of its Subsidiaries to, to (a) enter into or permit to exist any arrangement or agreement (other than the excluding this Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter ​ acquired to secure the Obligations (other than restrictions on specific assets, which assets are the subject of except for purchase money security interests or liens on assets securing such purchase money security interests and Indebtedness assumed pursuant to Permitted Acquisitions to the extent permitted under §10.2.1(viii)8.1 hereunder), or (b) enter into any agreement, contract or arrangement (other than the excluding this Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions Distributions in cash or kind to the Borrower, to make loans, advances or other payments of any whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii)8.2.1, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business business, and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative Agentrestrictions in connection with Permitted Acquisitions.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Subsidiaries to, (a) enter into or permit to exist any arrangement or agreement (other than the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired to secure the Obligations (other than restrictions on specific assets, which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii)), or (b) enter into any agreement, contract or arrangement (other than excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of any nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2.1(viii), and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business and (iii) property subject to a pending Asset Sale which would be permitted under §10.5.2 if and from which an executed purchase agreement has been delivered to the Administrative Agent.