Common use of Pledge During Event of Default Clause in Contracts

Pledge During Event of Default. At any time during the continuance of an Event of Default, upon the request of the Specified Agent, grant to the Specified Agent for the ratable benefit of the Specified Lenders a first priority or first ranking Lien on and security interest in any unencumbered property of the Specified Borrower and its Subsidiaries of any nature whatsoever, as collateral security for the Specified Obligations, pursuant to documentation reasonably satisfactory to the Specified Agent and take such actions the Specified Agent shall reasonably require to ensure the priority and perfection of such Lien, provided, however, that if the grant of such Lien would be reasonably likely to result in Holdings incurring income tax liability (as determined by Holdings and agreed to by the Specified Agent) pursuant to Subpart F of the Code, the property pledged pursuant hereto will be that property which can be pledged without incurring such liability; provided, further, that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary of International Holdings need be so pledged and (ii) no voting Capital Stock of any indirect Foreign Subsidiary of International Holdings need be so pledged unless such Foreign Subsidiary is also a Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.12 shall be complied with.

Pledge During Event of Default. At any time during the continuance of an Event of Default, upon the request of the Specified AgentAdministrative Agent or the Required Lenders, grant to the Specified Administrative Agent for the ratable benefit of the Specified Lenders a first priority or first ranking Lien on and security interest in any unencumbered property of the Specified Borrower CCHC and its Domestic Subsidiaries of any nature whatsoever, as collateral security for the Specified Obligations, pursuant to documentation reasonably satisfactory to the Specified Administrative Agent and take such actions as the Specified Administrative Agent shall reasonably require to ensure the priority and perfection of such Lien, provided, however, that if the grant of such Lien would be reasonably likely to result in Holdings CCHC incurring income tax liability (as determined by Holdings the Borrower and agreed to by the Specified Administrative Agent) pursuant to Subpart F of the Code, the property pledged pursuant hereto will be that property which can be pledged without incurring such liability; provided, further, that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary need be so pledged, (ii) no Foreign Subsidiary shall be required to pledge its assets, (iii) assets to the extent subject to Liens permitted by Section 8.3(g) or (h) or to the extent that creating such Lien on any item of International Holdings property is prohibited by any agreement of the type described in clause (ii) or (iii) of Section 8.14 such property need not be so pledged and (iiiv) no voting Capital Stock of Chattel Paper owned by CCHC or any indirect Foreign Subsidiary of International Holdings (A) need not be so pledged unless such Foreign Subsidiary to the extent that it is also a Subsidiary of a Foreign Subsidiary Borrower and such pledge is only used to secure Lease Transaction Obligations and (B) shall not be required to be delivered to the Specified Obligations Administrative Agent unless an Event of such Foreign Subsidiary BorrowerDefault lasts, in which case subsection 7.12 such Chattel Paper shall be complied withdelivered to the Administrative Agent promptly following its request.

Pledge During Event of Default. At any time during the continuance of an Event of Default, upon the request of the Specified AgentAdministrative Agent or the Required Lenders, grant to the Specified Administrative Agent for the ratable benefit of the Specified Lenders a first priority or first ranking Lien on and security interest in any unencumbered property of the Specified Borrower CCI and its Domestic Subsidiaries of any nature whatsoever, as collateral security for the Specified Obligations, pursuant to documentation reasonably satisfactory to the Specified Administrative Agent and take such actions as the Specified Administrative Agent shall reasonably require to ensure the priority and perfection of such Lien, provided, however, that if the grant of such Lien would be reasonably likely to result in Holdings 70 69 CCI incurring income tax liability (as determined by Holdings the Borrower and agreed to by the Specified Administrative Agent) pursuant to Subpart F of the Code, the property pledged pursuant hereto will be that property which can be pledged without incurring such liability; provided, further, that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary need be so pledged, (ii) no Foreign Subsidiary shall be required to pledge its assets, (iii) assets to the extent subject to Liens permitted by Section 8.3(g) or (h) or to the extent that creating such Lien on any item of International Holdings property is prohibited by any agreement of the type described in clause (ii) or (iii) of Section 8.14 such property need not be so pledged and (iiiv) no voting Capital Stock of Chattel Paper owned by CCI or any indirect Foreign Subsidiary of International Holdings (A) need not be so pledged unless such Foreign Subsidiary to the extent that it is also a Subsidiary of a Foreign Subsidiary Borrower and such pledge is only used to secure Lease Transaction Obligations and (B) shall not be required to be delivered to the Specified Obligations Administrative Agent unless an Event of such Foreign Subsidiary BorrowerDefault lasts, in which case subsection 7.12 such Chattel Paper shall be complied withdelivered to the Administrative Agent promptly following its request.

Pledge During Event of Default. At any time during the continuance of an Event of Default, upon the request of the Specified AgentAdministrative Agent or the Required Lenders, grant to the Specified Administrative Agent for the ratable benefit of the Specified Lenders a first priority or first ranking Lien on and security interest in any unencumbered property of the Specified Borrower Holdings and its Domestic Subsidiaries of any nature whatsoever, as collateral security for the Specified Obligations, pursuant to documentation reasonably satisfactory to the Specified Administrative Agent and take such actions as the Specified Administrative Agent shall reasonably require to ensure the priority and perfection of such Lien, ; provided, however, that if the grant of such Lien would be reasonably likely to result in Holdings incurring income tax liability (as determined by Holdings the Borrower and agreed to by the Specified Administrative Agent) pursuant to Subpart F of the Code, the property pledged pursuant hereto will be that property which can be pledged without incurring such liability; provided, further, that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary need be so pledged, (ii) no Foreign Subsidiary shall be required to pledge its assets, (iii) assets to the extent subject to Liens permitted by Section 8.3(g) or (h) or to the extent that creating such Lien on any item of International Holdings property is prohibited by any agreement of the type described in clause (ii) or (iii) of Section 8.14 need not be so pledged and (iiiv) no voting Capital Stock of Chattel Paper owned by Holdings or any indirect Foreign Subsidiary of International Holdings (A) need not be so pledged unless such Foreign Subsidiary to the extent that it is also a Subsidiary of a Foreign Subsidiary Borrower and such pledge is only used to secure Lease Transaction Obligations and (B) shall not be required to be delivered to the Specified Obligations Administrative Agent unless an Event of such Foreign Subsidiary BorrowerDefault lasts, in which case subsection 7.12 such Chattel Paper shall be complied withdelivered to the Administrative Agent promptly following its request.