Common use of SPECIAL COVENANTS WITH RESPECT TO THE PLEDGED COLLATERAL Clause in Contracts

SPECIAL COVENANTS WITH RESPECT TO THE PLEDGED COLLATERAL. Except as otherwise not prohibited by the Credit Agreement, each Grantor shall: (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens, or (iii) permit any issuer of Pledged Interests to merge or consolidate unless all the outstanding Equity Interests of the surviving or resulting Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent Person; provided, if the surviving or resulting Person upon any such merger or consolidation involving an issuer of Pledged Interests is a Foreign Subsidiary, then such Grantor shall not be required to pledge outstanding Equity Interests of such surviving or resulting Person; (i) cause each issuer of Pledged Interests not to issue any Equity Interests in addition to or in substitution for the Pledged Interests issued by such issuer, except to such Grantor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of Pledged Interests, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all Equity Interests of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of such Grantor; provided, notwithstanding anything contained in this clause (iii) to the contrary, no Grantor shall be required to pledge the outstanding Equity Interests of any Foreign Subsidiary or any Restricted Subsidiary; (c) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed to such Grantor by any obligor on the Pledged Debt; provided, notwithstanding anything contained in this clause (c) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of additional indebtedness owed to such Grantor by any Restricted Subsidiary; (d) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed to such Grantor by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; provided, notwithstanding anything contained in this clause (d) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of indebtedness owed to such Grantor by any Restricted Subsidiary; (e) at its expense (i) perform and comply in all material respects with all terms and provisions of any agreement related to the Pledged Collateral required to be performed or complied with by it, (ii) maintain all such agreements in full force and effect, and (iii) enforce all such agreements in accordance with their terms; (f) deliver to the Agent, immediately upon their issuance, any and all Instruments or other evidences of additional Debt from time to time owed to such Grantor (i) by any obligor on the Pledged Debt, and (ii) by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; and (g) cause the terms of any partnership or limited liability company agreement governing Equity Interests included in the Pledged Collateral to provide that such interests are securities governed by Division 8 of the UCC.

SPECIAL COVENANTS WITH RESPECT TO THE PLEDGED COLLATERAL. Except as otherwise not prohibited by the Credit Agreement, each Grantor shall: (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens, or (iii) permit any issuer of Pledged Interests to merge or consolidate unless all the outstanding Equity Interests of the surviving or resulting Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent Person; providedPROVIDED, if the surviving or resulting Person upon any such merger or consolidation involving an issuer of Pledged Interests is a Material Foreign Subsidiary, then such Grantor shall not only be required to pledge outstanding Equity Interests of such surviving or resulting PersonPerson possessing up to but not exceeding 65% of the voting power of all classes of Equity Interests of such issuer entitled to vote; (i) cause each issuer of Pledged Interests not to issue any Equity Interests in addition to or in substitution for the Pledged Interests issued by such issuer, except to such Grantor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of Pledged Interests, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all Equity Interests of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of such Grantor; providedPROVIDED, notwithstanding anything contained in this clause (iii) to the contrary, no such Grantor shall only be required to pledge the outstanding Equity Interests of any a direct Material Foreign Subsidiary or possessing up to but not exceeding 65% of the voting power of all classes of Equity Interests of such Material Foreign Subsidiary entitled to vote and any such Grantor shall not be required to pledge Equity Interests of any Restricted Subsidiary; (c) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed to such Grantor by any obligor on the Pledged Debt; providedPROVIDED, notwithstanding anything contained in this clause (c) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of additional indebtedness owed to such Grantor by any Restricted Subsidiary; (d) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed to such Grantor by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; providedPROVIDED, notwithstanding anything contained in this clause (d) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of indebtedness owed to such Grantor by any Restricted Subsidiary; (e) at its expense (i) perform and comply in all material respects with all terms and provisions of any agreement related to the Pledged Collateral required to be performed or complied with by it, (ii) maintain all such agreements in full force and effect, and (iii) enforce all such agreements in accordance with their terms; (f) deliver to the Agent, immediately upon their issuance, any and all Instruments or other evidences of additional Debt from time to time owed to such Grantor (i) by any obligor on the Pledged Debt, and (ii) by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; and (g) cause the terms of any partnership or limited liability company agreement governing Equity Interests included in the Pledged Collateral to provide that such interests are securities governed by Division 8 of the UCC.

SPECIAL COVENANTS WITH RESPECT TO THE PLEDGED COLLATERAL. Except as otherwise not prohibited by the Credit Agreement, each Grantor shall: (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens, or (iii) permit any issuer of Pledged Interests to merge or consolidate unless all the outstanding Equity Interests of the surviving or resulting Person is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent Person; providedPROVIDED, if the surviving or resulting Person upon any such merger or consolidation involving an issuer of Pledged Interests is a Material Foreign Subsidiary, then such Grantor shall not only be required to pledge outstanding Equity Interests of such surviving or resulting PersonPerson possessing up to but not exceeding 65% of the voting power of all classes of Equity Interests of such issuer entitled to vote; (i) cause each issuer of Pledged Interests not to issue any Equity Interests in addition to or in substitution for the Pledged Interests issued by such issuer, except to such Grantor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests of each issuer of Pledged Interests, and (iii) pledge hereunder, immediately immeFdiately upon its acquisition (directly or indirectly) thereof, any and all Equity Interests of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of such Grantor; providedPROVIDED, notwithstanding anything contained in this clause (iii) to the contrary, no such Grantor shall only be required to pledge the outstanding Equity Interests of any a direct Material Foreign Subsidiary or possessing up to but not exceeding 65% of the voting power of all classes of Equity Interests of such Material Foreign Subsidiary entitled to vote and any such Grantor shall not be required to pledge Equity Interests of any Restricted Subsidiary; (c) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed to such Grantor by any obligor on the Pledged Debt; providedPROVIDED, notwithstanding anything contained in this clause (c) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of additional indebtedness owed to such Grantor by any Restricted Subsidiary; (d) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed to such Grantor by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; providedPROVIDED, notwithstanding anything contained in this clause (d) to the contrary, any such Grantor shall not be required to pledge any such instruments or other evidences of indebtedness owed to such Grantor by any Restricted Subsidiary; (e) at its expense (i) perform and comply in all material respects with all terms and provisions of any agreement related to the Pledged Collateral required to be performed or complied with by it, (ii) maintain all such agreements in full force and effect, and (iii) enforce all such agreements in accordance with their terms; (f) deliver to the Agent, immediately upon their issuance, any and all Instruments or other evidences of additional Debt from time to time owed to such Grantor (i) by any obligor on the Pledged Debt, and (ii) by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; and (g) cause the terms of any partnership or limited liability company agreement governing Equity Interests included in the Pledged Collateral to provide that such interests are securities governed by Division 8 of the UCC.