Common use of Rule 3-16 of Regulation S-X Clause in Contracts

Rule 3-16 of Regulation S-X. (i) Notwithstanding anything to the contrary set forth in this Section 10.02 or any Security Document, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission of separate financial statements of a Subsidiary Guarantor that are not otherwise required to be filed, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this Section 10.02 and the Security Documents and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes and the Guarantees on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral and the Trustee and Collateral Trustee are hereby authorized by each Holder to execute, or to authorize the execution of or the filing of, any agreement, document or instrument in order to evidence such release or to otherwise give effect to this Section 10.02(f). (ii) In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) a Subsidiary Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary Guarantor, then the Capital Stock of such Subsidiary Guarantor shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock) and the Issuer or such Subsidiary Guarantor, as applicable, shall take all such necessary steps to effectuate such Lien.

Rule 3-16 of Regulation S-X. (i) Notwithstanding anything to the contrary set forth in this Section 10.02 or any Security Document, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission of separate financial statements of a Subsidiary Guarantor that are not otherwise required to be filed, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this Section 10.02 and the Security Documents and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes and the Guarantees on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral and the Trustee and Collateral Trustee Agent are hereby authorized by each Holder to execute, or to authorize the execution of or the filing of, any agreement, document or instrument in order to evidence such release or to otherwise give effect to this Section 10.02(f). (ii) In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) a Subsidiary Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary Guarantor, then the Capital Stock of such Subsidiary Guarantor shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock) and the Issuer or such Subsidiary Guarantor, as applicable, shall take all such necessary steps to effectuate such Lien.

Rule 3-16 of Regulation S-X. (ia) Notwithstanding anything to the contrary set forth in this Section 10.02 Article XI or any Security Document, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other government agency) of separate financial statements of a Subsidiary Guarantor due to the fact that are not otherwise required to be filedsuch Subsidiary’s Capital Stock secures the Notes, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this Section 10.02 11.9 and the Security Documents Documents, and shall automatically be deemed released and not to be, and not be and to not have been been, part of the Collateral, but only to the extent necessary not to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes and the Guarantees on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral and the Trustee and Collateral Trustee Agent are hereby authorized by each Holder to execute, or to authorize the execution of or the filing of, any agreement, document or instrument prepared by the Issuer in order to evidence such release or to otherwise give effect to this Section 10.02(f)11.9. (iib) In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) a Subsidiary GuarantorSubsidiary’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary GuarantorSubsidiary, then the Capital Stock of such Subsidiary Guarantor shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the NotesHolder, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock) and the Issuer Issuers or such Subsidiary GuarantorSubsidiary, as applicable, shall take all such necessary steps to effectuate such Lien.

Rule 3-16 of Regulation S-X. (ia) Notwithstanding anything to the contrary set forth in this Section 10.02 Article XI or any Security Document, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission SEC of separate financial statements of a Subsidiary Guarantor due to the fact that are not otherwise required to be filedsuch Subsidiary’s Capital Stock secures the Notes, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this Section 10.02 11.9 and the Security Documents and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes and the Guarantees on the shares of Capital Stock that are so deemed to no longer constitute part of the Collateral and the Trustee and Collateral Trustee Agent are hereby authorized by each Holder to execute, or to authorize the execution of or the filing of, any agreement, document or instrument in order to evidence such release or to otherwise give effect to this Section 10.02(f)11.9. (iib) In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the Commission SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) a Subsidiary GuarantorSubsidiary’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the Commission SEC (or any other governmental agency) of separate financial statements of such Subsidiary GuarantorSubsidiary, then the Capital Stock of such Subsidiary Guarantor shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock) and the Issuer or such Subsidiary GuarantorSubsidiary, as applicable, shall take all such necessary steps to effectuate such Lien.

Rule 3-16 of Regulation S-X. (i) Notwithstanding anything to the contrary set forth in this Section 10.02 Article Fourteen or any Security Document, in the Equity Interests of a Restricted Subsidiary will constitute Collateral only to the extent that such Equity Interests can secure the Notes without Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Restricted Subsidiary to be filed with the Commission. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would is amended, modified or interpreted by the Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which that would require) the filing with the Commission of separate financial statements of a any Restricted Subsidiary Guarantor due to the fact that are not otherwise required to be filedsuch Restricted Subsidiary’s Equity Interests secures the Notes, then the Capital Stock Equity Interests of such Restricted Subsidiary Guarantor need not be pledged pursuant to this Section 10.02 14.14 and the Security Documents Documents, and shall automatically be deemed released and not to be, and not be and to not have been been, part of the Collateral, but only to the extent necessary not to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes and the Guarantees on the shares of Capital Stock Equity Interests that are is so deemed to no longer constitute part of the Collateral and the Trustee and Notes Collateral Trustee Agent are hereby authorized by each Holder to execute, or to authorize the execution of or the filing of, any agreement, document or instrument prepared by the Issuer in order to evidence such release or to otherwise give effect to this Section 10.02(f). (ii) 14.14. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) a Subsidiary Guarantorsuch Restricted Subsidiary’s Capital Stock Equity Interests to secure the Notes in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary GuarantorRestricted Subsidiary, then the Capital Stock Equity Interests of such Restricted Subsidiary Guarantor shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder of the NotesHolder, to the extent necessary to subject such Equity Interests to the Liens under the Security Documents such additional Capital Stock) and the Issuer Issuers or such Subsidiary GuarantorRestricted Subsidiary, as applicable, shall take all such necessary steps to effectuate such Lien. In accordance with the limitations set forth in the immediately two preceding paragraphs as in effect on the date hereof, the Collateral will include Equity Interests of any Restricted Subsidiaries only to the extent that the applicable value of such Equity Interests (on a Restricted Subsidiary-by-Restricted Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes outstanding. Accordingly, the portion of the Equity Interests of Restricted Subsidiaries constituting Collateral in the future may decrease or increase as described above.