Collateral and Guarantee Requirements. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, (a) the Collateral will exclude (i) any fee-owned real property with a fair market value of less than $2,500,000 (as determined in good faith by the Borrowers on the date of acquisition) and all leasehold, sub-leasehold and other similar interests in real property (with no requirement to obtain leasehold mortgages, landlord waivers, consents, estoppels, or collateral access letters; provided, however, that in the event any actions are taken to create and/or perfect security interests in such assets or property for the benefit of any secured parties under any Permitted Term Indebtedness with respect to Collateral Access Agreements, such actions shall also be taken to perfect such security interests for the benefit of the Secured Parties under the Loan Documents), (ii) pledges and security interests currently prohibited by applicable law, rule or regulation (including any requirement to obtain the consent of any governmental authority or third party, unless such consent has been obtained) (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the UCC), other than proceeds and receivables thereof; (iii) any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement, in each case, other than with respect to a purchase money security interest or similar arrangement, in existence on the Closing Date or upon the Acquisition of the relevant Subsidiary party thereto, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrowers or a Guarantor) or otherwise require consent thereunder, unless such consent has been obtained after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, and other than proceeds and receivables thereof, (iv) any governmental licenses or state or local franchises, charters and authorizations to the extent creation of a security interest thereon is prohibited or restricted thereby (after giving effect to the applicable anti-assignment provision of the UCC) (but not proceeds of the foregoing), for so long as the applicab...
Collateral and Guarantee Requirements. Notwithstanding anything to the contrary in this Agreement, all requirements and obligations of the Grantors hereunder are subject to and limited by the Collateral and Guarantee Requirements, including such provisions that do not explicitly reference the Collateral and Guarantee Requirements. To the extent any representation or covenant hereunder requires disclosure or compliance therewith by a Grantor, each such representation and covenant shall be interpreted in accordance with the Collateral and Guarantee Requirements. To the extent there is any inconsistency between the terms of this Agreement and the Collateral and Guarantee Requirements, the Collateral and Guarantee Requirements shall control.
Collateral and Guarantee Requirements. Clauses (a), (b) and (c) of the Collateral and Guarantee Requirement shall have been satisfied with respect to each Person which is to be an Obligor on the Effective Date.
Collateral and Guarantee Requirements. Subject to Section 5.16 (Certain Post-Closing Collateral Obligations), the Collateral and Guarantee Requirements required to be completed on the Closing Date shall be satisfied or shall be satisfied substantially concurrently with the Closing Date.
Collateral and Guarantee Requirements. (a) The Company, each Note Party and each Subsidiary of the Company not constituting an Excluded Subsidiary shall have satisfied the Collateral and Guarantee Requirements by or on the Issue Date; provided that to the extent that the Collateral and Guarantee Requirements (other than the execution of the Collateral Documents, delivery of Uniform Commercial Code or PPSA financing statements with respect to perfection of security interests in all assets of the Note Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or the PPSA of any applicable jurisdiction, delivery of intellectual property security agreements in form for filing with the USPTO, USCO and the Canadian Intellectual Property Office and the delivery of possessory collateral) cannot be satisfied by or on the Issue Date and are not satisfied as of the Issue Date after the Company has used commercially reasonable efforts to do so, such unsatisfied requirements shall be required to be satisfied as promptly as practicable after the Issue Date and in any event within the period specified therefor in Appendix D.
(b) The Company shall have delivered to the Notes Collateral Agent on the Issue Date, (i) a completed Perfection Certificate dated as of the Issue Date and signed by an Officer of each of the Company and each Note Party, together with all attachments contemplated thereby and (ii) results of
Collateral and Guarantee Requirements. Take any action that would result in the Collateral Requirement or the Guarantee Requirement not being satisfied; provided, that the Borrower may transfer assets used by its Puerto Rican Station from the Domestic Subsidiary in which they are held at the Closing Date if (a) such assets shall be transferred to either (i) the Puerto Rican Subsidiary or (ii) a newly formed Puerto Rican subsidiary of the Borrower, (b) 65% of the voting capital stock and 100% of the non-voting capital stock of any such newly formed Puerto Rican subsidiary shall have been pledged to the Collateral Agent pursuant to the Pledge Agreement and substantially all the equity interest in such Puerto Rican subsidiary shall be represented by the shares of its non-voting capital stock and (c) such assets shall be held in a corporate structure reasonably satisfactory to the Collateral Agent.
Collateral and Guarantee Requirements. The Loan Parties shall timely comply with the Collateral and Guarantee Requirements.
Collateral and Guarantee Requirements. Take any action that would result in the Collateral Requirement or the Guarantee Requirement not being satisfied.
Collateral and Guarantee Requirements. The Company will, and will cause each applicable Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all further actions (including filing Uniform Commercial Code and other financing statements) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to cause the Guarantee Requirement and the Collateral Requirement to be satisfied at all times.
Collateral and Guarantee Requirements. The last paragraph of Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Notwithstanding any of the other Collateral and Guarantee Requirements contained in this Agreement, it is understood and agreed with respect to the Japanese Guarantor that, other than the execution of the Intercompany Subordination Agreement and the Rakuten Receivables Assignment Agreement, there will be no requirement for the Borrower to enter into any additional Japanese law governed Collateral Documents to pledge its Equity Interests in the Japanese Guarantor or for the Japanese Guarantor to enter into any additional Collateral Documents to grant, evidence or perfect the Collateral Agent’s security interest in any of the Japanese Guarantor’s assets prior to November 30, 2021. If the Borrower has not delivered evidence in form and substance satisfactory to the Agent prior to November 30, 2021, that the Borrower (or one of the Loan Parties which is a Domestic Subsidiary or a Subsidiary organized or formed in England and Wales) has become the Rakuten receivables billing entity, then within sixty (60) days after such anniversary (or such later date agreed by the Administrative Agent (in its sole discretion)), the Borrower and its Subsidiaries shall enter into such Collateral Documents necessary or desirable to evidence a pledge of the Borrower’s Equity Interests in the Japanese Guarantor and to grant, perfect, protect and evidence a First Priority Lien in the assets of the Japanese Guarantor (including, taking all such additional steps and providing all such additional Collateral Documents, corporate formalities, opinions, documents, instruments, agreements and certificates and other requirements that are the local law equivalents of those conditions precedent required to be delivered pursuant to Section 5 of the Reaffirmation and Omnibus Amendment Agreement, Section 3.01 and Section 6.26 of this Agreement by the other Asset Security Providers on the Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26) taking into account Japanese local law formalities, market practices and requirements in order to effectuate such guarantee and collateral arrangements).
