Common use of Empire Burbank Clause in Contracts

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct of its business in the ordinary course of its business described in clause (i)course.

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Empire Burbank Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct of its business in the ordinary course of its business described in clause (i)course.

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt) or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds Refinancing Indebtedness in respect of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepaymentLoan). (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds Refinancing Indebtedness in respect of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepaymentLoan). (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt) or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).

Empire Burbank. (a) Empire Burbank shall not (i) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).

Empire Burbank. 110 (a) Empire Burbank shall not (i) make any optional payment or prepayment under the Empire Burbank Loan Documents (other than a prepayment made with the proceeds of a Permitted Refinancing), (ii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Loan Documents in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to Section 10.1 (regarding the pledge of Empire Burbank stock to the Administrative Agent, and the exercise of the Administrative Agent’s 's rights in connection therewith), Section 13, or Section 14.3 (regarding notice to the Administrative Agent) thereof shall be permitted without the prior written consent of the Administrative Agent) or (iiiii) amend, modify or change, or consent or agree to any amendment, modification or change to, the Empire Burbank Lease in a manner which materially adversely affects the Administrative Agent or the Lenders (it being understood that no amendment or modification to the last sentence of Section 5.2 of the Empire Burbank Lease (regarding the rights of creditors to enter the premises to exercise rights and remedies regarding personal property of LBCILBI) shall be permitted without the prior written consent of the Administrative Agent) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, so long as no Default shall have occurred and be continuing and no Default shall be caused thereby, Empire Burbank may at any time pay or prepay in full or in part the obligations owing under the Empire Burbank Loan Documents (whether or not such payment or prepayment is made with the proceeds of a Permitted Refinancing), provided that if such payment or prepayment is made with proceeds of the Loans, Empire Burbank shall provide to the Administrative Agent the documentation required to be delivered by Credit Parties for Additional Mortgaged Property as set forth in Section 6.13(b) as soon a practicable after such prepayment. (b) The Borrower agrees to deliver to the Administrative Agent prompt written notice of any written declaration of default made by the lender under the Empire Burbank Loan Documents. (c) Empire Burbank shall not (i) engage in any business other than the ownership of the Burbank Office Property (and any additions to such Property), the leasing of such Property pursuant to the Empire Burbank Lease, the subleasing of certain portions thereof under the Empire Burbank Sublease, the subleasing or renting to third parties of certain sound stages, production equipment, studios and related office space included in such Property (or any additions to such Property) for use by such third parties or Empire Burbank as production facilities and businesses incidental thereto and guaranteeing the obligations under the Loan Documents, the obligations under the Senior Subordinated Notes and the Senior Subordinated Note Indenture and the documents related thereto or (ii) own any assets other than the Burbank Office Property and any additions to such Property, its interests under the Empire Burbank Lease and the Empire Burbank Sublease and certain production and related equipment for use by third parties in connection with the subleasing of such sound stages and studios and additional assets necessary or advisable for the conduct in the ordinary course of its business described in clause (i).