Common use of Without limiting Section 9 Clause in Contracts

Without limiting Section 9. 21, if Fox Athletic LLC becomes a Subsidiary of the Parent Guarantor or if the Lenders permit the creation or acquisition of any new Subsidiary, at the time any Person becomes a Subsidiary of the Parent Guarantor, the Parent Guarantor shall so notify the Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall (i) cause such Person to become a party to this Agreement in a manner acceptable to the Agent, (ii) cause all of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate Pledge Agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (iii) pledge all of its assets to the Lenders pursuant to this Agreement and such other security agreements consistent with this Agreement as may be requested by the Agent, including a separate collateral assignment of any Material License Agreements to which it is a party, (iv) if such Person has any Subsidiaries, (y) deliver all of the Capital Stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (z) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (v) if such Person owns any Real Estate, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages, and (vi) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above subject to standard assumptions, qualifications and limitations that are customary in legal opinions of such type), all in form, content and scope reasonably satisfactory to the Agents; provided, however, that the requirements of clauses (i), (iii), (iv), (v) and (vi) shall apply in the case of Fox Athletic LLC becoming a Subsidiary only to the extent that the Parent Guarantor through the direct and indirect exercise of its manager, voting or other control rights can cause (using its reasonable efforts) such requirements to be met without breaching the terms of the Fox Athletic LLC operating agreement as in effect on the date hereof, and the requirement of clause (ii) shall apply only to all Capital Stock held directly or indirectly by or for the benefit of the Parent Guarantor or any of its Subsidiaries. In the event that any of the requirements in clauses (i) and (iii) through (vi) above cannot be met as so provided, Fox Athletic LLC shall not be considered a Subsidiary hereunder for the purposes of the definition of Restricted Investments, Fox Athletic LLC must be an "Unrestricted Subsidiary" as defined in the Indenture and comply with all requirements applicable thereto even if the Indenture is no longer in effect and its net income shall not be included in Adjusted Net Earnings from Operations except to the extent received in cash distributions by the Parent Guarantor or any of its other Subsidiaries.

Without limiting Section 9. 213(a), if Fox Athletic LLC becomes each Conduit Investor may assign all or a Subsidiary portion of the Parent Guarantor or if the Lenders permit the creation or acquisition of any new Subsidiary, at the time any Person becomes a Subsidiary of the Parent Guarantor, the Parent Guarantor shall so notify the Agent Investor Group Principal Amount with respect to such Conduit Investor and promptly thereafter (but in any event within 30 days after the date thereof) shall (i) cause such Person to become a party to its rights and obligations under this Agreement in a manner acceptable to the Agent, (ii) cause all of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) Series 2013-B Supplement and pledged to the Agent pursuant to an appropriate Pledge Agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (iii) pledge all of its assets to the Lenders pursuant to this Agreement and such each other security agreements consistent with this Agreement as may be requested by the Agent, including a separate collateral assignment of any Material License Agreements Series 2013-B Related Document to which it is a partyparty (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Investor without the prior written consent of HVF II. Upon such assignment by a Conduit Investor to a Conduit Assignee: (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under each other Series 2013-B Related Document, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Series 2013-B Commercial Paper and/or the Series 2013-B Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in each other Series 2013-B Related Document (including any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) if such Person has any Subsidiaries, (y) deliver Conduit Assignee shall assume all of the Capital Stock of such Subsidiaries (together Conduit Investor’s obligations, if any, hereunder and under each other Series 2013-B Related Document with undated stock powers signed in blank) respect to the Agent and (z) execute a pledge agreement in substantially the form such portion of the Pledge Agreement Investor Group Principal Amount and otherwise in a form reasonably acceptable to the Agent, such Conduit Investor shall be released from such obligations, (v) if all distributions in respect of the Investor Group Principal Amount or such Person owns any Real Estate, execute any and all necessary mortgages, deeds of trust, deeds portion thereof with respect to secure debt or other appropriate real estate collateral documentation in a form substantially similar such Conduit Investor shall be made to the Mortgages, and applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable funded with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Series 2013-B Supplement and each other Series 2013-B Related Documents shall be interpreted in accordance with the foregoing, and (viii) if reasonably requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other documentation actions as the Funding Agent may reasonably request in connection with to evidence and give effect to the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents . No assignment by any Conduit Investor to a Conduit Assignee of such Person and favorable opinions all or any portion of counsel the Investor Group Principal Amount with respect to such Person (which Conduit Investor shall cover, among other things, in any way diminish the legality, validity, binding effect and enforceability obligation of the documentation referred to above subject to standard assumptions, qualifications and limitations that are customary in legal opinions of such type), all in form, content and scope reasonably satisfactory to the Agents; provided, however, that the requirements of clauses (i), (iii), (iv), (v) and (vi) shall apply Committed Note Purchasers in the case of Fox Athletic LLC becoming a Subsidiary only same Investor Group as such Conduit Investor under Section 2.2 to the extent that the Parent Guarantor through the direct and indirect exercise of its manager, voting fund any Advance not funded by such Conduit Investor or other control rights can cause (using its reasonable efforts) such requirements to be met without breaching the terms of the Fox Athletic LLC operating agreement as in effect on the date hereof, and the requirement of clause (ii) shall apply only to all Capital Stock held directly or indirectly by or for the benefit of the Parent Guarantor or any of its Subsidiaries. In the event that any of the requirements in clauses (i) and (iii) through (vi) above cannot be met as so provided, Fox Athletic LLC shall not be considered a Subsidiary hereunder for the purposes of the definition of Restricted Investments, Fox Athletic LLC must be an "Unrestricted Subsidiary" as defined in the Indenture and comply with all requirements applicable thereto even if the Indenture is no longer in effect and its net income shall not be included in Adjusted Net Earnings from Operations except to the extent received in cash distributions by the Parent Guarantor or any of its other SubsidiariesConduit Assignee.

Without limiting Section 9. 213(a), if Fox Athletic LLC becomes each Conduit Investor may assign all or a Subsidiary portion of the Parent Guarantor or if the Lenders permit the creation or acquisition of any new Subsidiary, at the time any Person becomes a Subsidiary of the Parent Guarantor, the Parent Guarantor shall so notify the Agent Investor Group Principal Amount with respect to such Conduit Investor and promptly thereafter (but in any event within 30 days after the date thereof) shall (i) cause such Person to become a party to this Agreement in a manner acceptable to the Agent, (ii) cause all of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) its rights and pledged to the Agent pursuant to an appropriate Pledge Agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (iii) pledge all of its assets to the Lenders pursuant to obligations under this Agreement and such any other security agreements consistent with this Agreement as may be requested by the Agent, including a separate collateral assignment of any Material License Agreements Related Documents to which it is a partyparty (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Investor without the prior written consent of HVF. Upon such assignment by a Conduit Investor to a Conduit Assignee: (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under each other Related Document, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Series 2009-1 Commercial Paper and/or the Series 2009-1 Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in the other Related Documents (including any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) if such Person has any Subsidiaries, (y) deliver Conduit Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Capital Stock of Base Indenture or under any other Related Document with respect to such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (z) execute a pledge agreement in substantially the form portion of the Pledge Agreement Investor Group Principal Amount and otherwise in a form reasonably acceptable to the Agent, such Conduit Investor shall be released from such obligations, (v) if all distributions in respect of the Investor Group Principal Amount or such Person owns any Real Estate, execute any and all necessary mortgages, deeds of trust, deeds portion thereof with respect to secure debt or other appropriate real estate collateral documentation in a form substantially similar such Conduit Investor shall be made to the Mortgages, and applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable funded with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance with the foregoing, and (viii) if reasonably requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other documentation actions as the Funding Agent may reasonably request in connection with to evidence and give effect to the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents . No assignment by any Conduit Investor to a Conduit Assignee of such Person and favorable opinions all or any portion of counsel the Investor Group Principal Amount with respect to such Person (which Conduit Investor shall cover, among other things, in any way diminish the legality, validity, binding effect and enforceability obligation of the documentation referred to above subject to standard assumptions, qualifications and limitations that are customary in legal opinions of such type), all in form, content and scope reasonably satisfactory to the Agents; provided, however, that the requirements of clauses (i), (iii), (iv), (v) and (vi) shall apply Committed Note Purchasers in the case of Fox Athletic LLC becoming a Subsidiary only same Investor Group as such Conduit Investor under Section 2.03 to the extent that the Parent Guarantor through the direct and indirect exercise of its manager, voting fund any Increase not funded by such Conduit Investor or other control rights can cause (using its reasonable efforts) such requirements to be met without breaching the terms of the Fox Athletic LLC operating agreement as in effect on the date hereof, and the requirement of clause (ii) shall apply only to all Capital Stock held directly or indirectly by or for the benefit of the Parent Guarantor or any of its Subsidiaries. In the event that any of the requirements in clauses (i) and (iii) through (vi) above cannot be met as so provided, Fox Athletic LLC shall not be considered a Subsidiary hereunder for the purposes of the definition of Restricted Investments, Fox Athletic LLC must be an "Unrestricted Subsidiary" as defined in the Indenture and comply with all requirements applicable thereto even if the Indenture is no longer in effect and its net income shall not be included in Adjusted Net Earnings from Operations except to the extent received in cash distributions by the Parent Guarantor or any of its other SubsidiariesConduit Assignee.

Without limiting Section 9. 213(a), if Fox Athletic LLC becomes each Conduit Investor may assign all or a Subsidiary portion of the Parent Guarantor or if the Lenders permit the creation or acquisition of any new Subsidiary, at the time any Person becomes a Subsidiary of the Parent Guarantor, the Parent Guarantor shall so notify the Agent Investor Group Principal Amount with respect to such Conduit Investor and promptly thereafter (but in any event within 30 days after the date thereof) shall (i) cause such Person to become a party to its rights and obligations under this Agreement in a manner acceptable to the Agent, (ii) cause all of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) Series 2014-A Supplement and pledged to the Agent pursuant to an appropriate Pledge Agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent, (iii) pledge all of its assets to the Lenders pursuant to this Agreement and such each other security agreements consistent with this Agreement as may be requested by the Agent, including a separate collateral assignment of any Material License Agreements Series 2014-A Related Document to which it is a partyparty (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Investor without the prior written consent of HVF II. Upon such assignment by a Conduit Investor to a Conduit Assignee: (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under each other Series 2014-A Related Document, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Series 2014-A Commercial Paper and/or the Series 2014-A Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in each other Series 2014-A Related Document (including any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) if such Person has any Subsidiaries, (y) deliver Conduit Assignee shall assume all of the Capital Stock of such Subsidiaries (together Conduit Investor’s obligations, if any, hereunder and under each other Series 2014-A Related Document with undated stock powers signed in blank) respect to the Agent and (z) execute a pledge agreement in substantially the form such portion of the Pledge Agreement Investor Group Principal Amount and otherwise in a form reasonably acceptable to the Agent, such Conduit Investor shall be released from such obligations, (v) if all distributions in respect of the Investor Group Principal Amount or such Person owns any Real Estate, execute any and all necessary mortgages, deeds of trust, deeds portion thereof with respect to secure debt or other appropriate real estate collateral documentation in a form substantially similar such Conduit Investor shall be made to the Mortgages, and applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable funded with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Series 2014-A Supplement and each other Series 2014-A Related Documents shall be interpreted in accordance with the foregoing, and (viii) if reasonably requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other documentation actions as the Funding Agent may reasonably request in connection with to evidence and give effect to the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, certified resolutions and other organizational and authorizing documents . No assignment by any Conduit Investor to a Conduit Assignee of such Person and favorable opinions all or any portion of counsel the Investor Group Principal Amount with respect to such Person (which Conduit Investor shall cover, among other things, in any way diminish the legality, validity, binding effect and enforceability obligation of the documentation referred to above subject to standard assumptions, qualifications and limitations that are customary in legal opinions of such type), all in form, content and scope reasonably satisfactory to the Agents; provided, however, that the requirements of clauses (i), (iii), (iv), (v) and (vi) shall apply Committed Note Purchasers in the case of Fox Athletic LLC becoming a Subsidiary only same Investor Group as such Conduit Investor under Section 2.2 to the extent that the Parent Guarantor through the direct and indirect exercise of its manager, voting fund any Advance not funded by such Conduit Investor or other control rights can cause (using its reasonable efforts) such requirements to be met without breaching the terms of the Fox Athletic LLC operating agreement as in effect on the date hereof, and the requirement of clause (ii) shall apply only to all Capital Stock held directly or indirectly by or for the benefit of the Parent Guarantor or any of its Subsidiaries. In the event that any of the requirements in clauses (i) and (iii) through (vi) above cannot be met as so provided, Fox Athletic LLC shall not be considered a Subsidiary hereunder for the purposes of the definition of Restricted Investments, Fox Athletic LLC must be an "Unrestricted Subsidiary" as defined in the Indenture and comply with all requirements applicable thereto even if the Indenture is no longer in effect and its net income shall not be included in Adjusted Net Earnings from Operations except to the extent received in cash distributions by the Parent Guarantor or any of its other SubsidiariesConduit Assignee.