Common use of Non-Media Subsidiaries Clause in Contracts

Non-Media Subsidiaries. Notwithstanding anything herein to the contrary, the Borrower shall not be required to cause (a) any Non-Media Subsidiary (or any of such Subsidiary’s Non-Media Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents or (b) any TV/Radio Subsidiary (or any of such Subsidiary’s Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents, in each case, so long as the following requirements are satisfied: (i) (A) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary), (B) such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been pledged in favor of the Administrative Agent pursuant to the Security Agreement and (C) in the case of any TV/Radio Subsidiary, such TV/Radio Subsidiary has Permitted Assumed Debt outstanding which does not permit such TV/Radio Subsidiary to become a Subsidiary Guarantor hereunder, or (ii) at the time of acquisition of such Subsidiary (other than any TV/Radio Subsidiary, with respect to which this clause (ii) shall not apply) by the Borrower, the entering into of a Borrower Subsidiary Joinder Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party, provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in this clause (ii), the Borrower will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and in that connection to satisfy the Collateral and Guarantee Requirement (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such amendments to the Security Agreement, if any, or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing).

Non-Media Subsidiaries. Notwithstanding anything herein to the contrary, the Borrower shall not be required to cause (a) any Non-Media Subsidiary (or any of such Subsidiary’s Non-Non- Media Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents or (b) any TV/Radio Subsidiary (or any of such Subsidiary’s Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents, in each case, so long as the following requirements are satisfied: (i) (A) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary), (B) such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been pledged in favor of the Administrative Agent pursuant to the Security Agreement and (C) in the case of any TV/Radio Subsidiary, such TV/Radio Subsidiary has Permitted Assumed Debt outstanding which does not permit such TV/Radio Subsidiary to become a Subsidiary Guarantor hereunder, or (ii) at the time of acquisition of such Subsidiary (other than any TV/Radio Subsidiary, with respect to which this clause (ii) shall not apply) by the Borrower, the entering into of a Borrower Subsidiary Joinder Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party, provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in this clause (ii), the Borrower will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and in that connection to satisfy the Collateral and Guarantee Requirement (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such amendments to the Security Agreement, if any, or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing).

Non-Media Subsidiaries. Notwithstanding anything herein to the contrary, the Borrower shall not be required to cause (a) any Non-Media Subsidiary (or any of such Subsidiary’s Non-Media Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents or (b) any TV/Radio Subsidiary (or any of such Subsidiary’s Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security 77 Documents, in each case, so long as the following requirements are satisfied: (i) (A) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary), ) and (B) such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been pledged in favor of the Administrative Agent pursuant to the Security Agreement and (C) in the case of any TV/Radio Subsidiary, such TV/Radio Subsidiary has Permitted Assumed Debt outstanding which does not permit such TV/Radio Subsidiary to become a Subsidiary Guarantor hereunder, or (ii) at the time of acquisition of such Subsidiary (other than any TV/Radio Subsidiary, with respect to which this clause (ii) shall not apply) by the Borrower, the entering into of a Borrower Subsidiary Joinder Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party, provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in this clause (ii), the Borrower will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and in that connection to satisfy the Collateral and Guarantee Requirement (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such amendments to the Security Agreement, if any, or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing).

Non-Media Subsidiaries. Notwithstanding anything herein to the contrary, the Borrower shall not be required to cause (a) any Non-Media Subsidiary (or any of such Subsidiary’s Non-Media Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents or (b) any TV/Radio Subsidiary (or any of such Subsidiary’s Subsidiaries) to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security Documents, in each case, so long as the following requirements are satisfied: (i) (A) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit support at the time of such designation for any Indebtedness of the Borrower or any of its Subsidiaries (other than the Subsidiaries of such Subsidiary), ) and (B) such Subsidiary is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been pledged in favor of the Administrative Agent pursuant to the Security Agreement and (C) in the case of any TV/Radio Subsidiary, such TV/Radio Subsidiary has Permitted Assumed Debt outstanding which does not permit such TV/Radio Subsidiary to become a Subsidiary Guarantor hereunder, or (ii) at the time of acquisition of such Subsidiary (other than any TV/Radio Subsidiary, with respect to which this clause (ii) shall not apply) by the Borrower, the entering into of a Borrower Subsidiary Joinder Agreement by such Subsidiary (and its Subsidiaries) would violate any provision of applicable law or any agreement to which such Subsidiary is a party, provided that if at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease to be subject to the prohibitions referred to in this clause (ii), the Borrower will take such action, and will cause each of its Subsidiaries to take such action, promptly to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors” under the Security Documents, as applicable, and in that connection to satisfy the Collateral and Guarantee Requirement (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such amendments to the Security Agreement, if any, or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing).