Common use of Sale of Collateral, Etc Clause in Contracts

Sale of Collateral, Etc. Unless the Note is simultaneously prepaid in accordance with its terms or the Pledgee consents to such transaction, no Pledgor will, directly or indirectly, (A) sell, assign, transfer, convey or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as currently set forth in the Partnership Agreement, or (B) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the lien and security interest created by this Agreement or (C) do anything or suffer to exist anything, or omit to do anything or suffer to exist any omission which would cause the value of the Collateral to diminish in such a way as to have a material adverse effect on the Pledgee or on its rights in respect of the Note, this Agreement or the Collateral, including without limitation any dilution of the partnership interests, except as currently set forth in the Partnership Agreement. Notwithstanding the foregoing, the provisions of this Section 6.1.1 shall not apply to (I) any transfer of any interest in any Pledgor to an entity all of the outstanding voting equity interests of which are owned, directly or indirectly, by Westfield Holdings Limited or (II) any transfer of any shares of stock of Westfield Holdings Limited, PROVIDED that the Pledgors shall give the Pledgee at least 10 days' prior written notice of any such transfer under clause (I) above and shall execute and deliver to the Pledgee such documents as the Pledgee may reasonably request in connection therewith.

Appears in 3 contracts

Samples: Mortgage, Pledge and Security Agreement (Westfield America Inc), Mortgage, Pledge and Security Agreement (Westfield America Inc), Pledge and Security Agreement (Westfield America Inc)

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Sale of Collateral, Etc. Unless the this Note is simultaneously prepaid in accordance with its terms or the Pledgee Holder gives its prior written consents to such transaction, no Pledgor Maker will, directly or indirectly, (A) sell, assign, transfer, convey or otherwise dispose of, or grant any option with respect to, any of the CollateralCollateral (as defined in the Pledge Agreement), except as currently set forth in the Partnership Agreement (as defined in the Pledge Agreement), or (B) create or permit to exist any Lien (as defined in the Pledge Agreement) upon or with respect to any of the Collateral, except for the lien and security interest agreement created by this the Pledge Agreement or (C) do anything or suffer to exist anything, or omit to do anything or suffer to exist any omission which would cause the value of the Collateral to diminish in such a way as to have a material adverse effect on the Pledgee Holder or on its rights in respect of the this Note, this the Pledge Agreement or the Collateral, including including, without limitation limitation, any dilution of the partnership interests, except as currently set forth in the Partnership Agreement. Notwithstanding the foregoing, the provisions of this Section 6.1.1 6 shall not apply to (I) any transfer of any interest in any Pledgor Maker to an entity all of the outstanding voting equity interests of which are owned, directly or indirectly, by Westfield Holdings Limited or (II) any transfer of any shares of stock of Westfield Holdings Limited, ; PROVIDED that the Pledgors Makers shall give the Pledgee Holder at least 10 days' prior written notice of any such transfer under clause (Ii) above and shall execute and deliver to the Pledgee Holder such documents as the Pledgee Holder may reasonably request in connection therewith.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Westfield America Inc), Mortgage, Pledge and Security Agreement (Westfield America Inc), Mortgage, Pledge and Security Agreement (Westfield America Inc)

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