Common use of Governing Agreements Clause in Contracts

Governing Agreements. (i) Such Pledgor shall not, without the prior written consent of Administrative Agent in each instance, which consent may be withheld, granted, or conditionally granted, in Administrative Agent's reasonable discretion, vote the Collateral in which it holds an interest, in favor of or consent to any resolution or action which, as determined by the Administrative Agent in its reasonable discretion, does or might: (1) impose any restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, in existence on the date hereof or on the date such Pledged Interests become subject to this Agreement, the application of which is waived to the full satisfaction of Administrative Agent as to the Collateral; or (2) result in the issuance of any additional interest in any Issuer, or of any class of security, which issuance might adversely affect the value of the Collateral; or (3) vest additional powers, privileges, preferences or priorities to any other class of interest in any Issuer to the detriment of the value of or rights accruing to the Collateral; or (4) result in an involuntary lien or encumbrance being placed upon or attaching to any of the Collateral which lien or encumbrance is not discharged within thirty (30) days; or (5) materially and adversely affect the validity, perfection or priority of the Administrative Agent's security interest in the Collateral or could otherwise reasonably be expected to have a Material Adverse Effect; (ii) Such Pledgor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the "Pledged Collateral Agreements") related to the Collateral to which it is a party and shall enforce all of its rights thereunder; and (iii) Such Pledgor shall not itself or on behalf of any Issuer or the Borrower take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Loan Documents.

Governing Agreements. (i) Such Pledgor shall not, not without the prior written consent of Administrative Agent in each instance, which consent may be withheld, granted, or conditionally granted, in Administrative Agent's ’s reasonable discretion, vote the Collateral in which it holds an interest, in favor of or consent to any resolution or action which, as determined by the Administrative Agent in its reasonable discretion, does or might: (1) impose any restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, in existence on the date hereof or on the date such Pledged Interests become subject to this Agreement, the application of which is waived to the full satisfaction of Administrative Agent as to the Collateral; or (2) result in the issuance of any additional interest in any Issuer, or of any class of security, which issuance might materially and adversely affect the value of the CollateralCollateral or could otherwise reasonably be expected to have a Material Adverse Effect; or (3) vest additional powers, privileges, preferences or priorities to any other class of interest in any Issuer to the detriment of the value of or rights accruing to the Collateral; or (4) result in an involuntary lien or encumbrance being placed upon or attaching to any of the Collateral which lien or encumbrance is not discharged within thirty (30) daysdays (or such longer period as the Agent may agree in its sole discretion); or (5) materially and adversely affect the validity, perfection or priority of the Administrative Agent's ’s security interest in the Collateral or could otherwise reasonably be expected to have a Material Adverse Effect; (ii) Such Pledgor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (each a “Pledged Collateral Agreement”, and collectively, the "“Pledged Collateral Agreements"”) related to the Collateral to which it is a party and shall enforce all of its rights thereunder; and (iii) Such Pledgor shall not itself or on behalf of any Issuer or the Borrower take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Loan Documents.

Governing Agreements. (i) Such Pledgor shall not, not without the prior written consent of Administrative Collateral Agent in each instance, which consent may be withheld, granted, or conditionally granted, in Administrative Collateral Agent's ’s reasonable discretion, vote the Collateral in which it holds an interest, in favor of or consent to any resolution or action which, as determined by the Administrative Collateral Agent in its reasonable discretion, does or mightwould: (1) impose any restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, in existence on the date hereof or on the date such Pledged Interests become subject to this AgreementAgreement (and not created in contemplation hereof), the application of which is waived to the full satisfaction of Administrative Collateral Agent as to the Collateral; or (2) result in the issuance of any additional interest in any Issuer, or of any class of security, which issuance might would reasonably be expected to materially and adversely affect the value of the CollateralCollateral or could otherwise reasonably be expected to have a Material Adverse Effect; or (3) vest additional powers, privileges, preferences or priorities to any other class of interest in any Issuer to the detriment of the value of or rights accruing to the Collateral; or (4) result in an involuntary lien or encumbrance being placed upon or attaching to any of the Collateral which lien or encumbrance is not discharged within thirty (30) daysdays (or such longer period as the Collateral Agent may agree in its sole discretion); or (5) materially and adversely affect the validity, perfection or priority of the Administrative Collateral Agent's ’s security interest in the Collateral or could would otherwise reasonably be expected to have a Material Adverse Effect; (ii) Such Pledgor shall shall, if not prohibited by this Agreement or applicable law, comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (each a “Pledged Collateral Agreement”, and collectively, the "“Pledged Collateral Agreements"”) related to the Collateral to which it is a party and shall shall, if not prohibited by this Agreement or applicable law, enforce all of its rights thereunder; and (iii) Such Pledgor shall not itself or on behalf of any Issuer or the Borrower take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Loan DocumentsAgreements.