Common use of Special Provisions Regarding Clause in Contracts

Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Pledge Agreement require that, among other things, all promissory notes (including, without limitation, Intercompany Notes) issued by, and Equity Interests in, various Persons owned by the respective Credit Party be pledged, and delivered for pledge, pursuant to the Pledge Agreement. The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the Pledge Agreement and to take all actions under the laws of each jurisdiction within the United States or any State thereof to perfect the security interests in the Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of any such jurisdiction. Except as provided in the immediately preceding sentence, to the extent that the Pledge Agreement requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or Equity Interests in, any Person organized under the laws of a jurisdiction outside of the United States or any State thereof, it is acknowledged that, as of the Effective Date, no actions have been required to be taken to perfect, under local law of the jurisdiction of the Person who issued the respective promissory notes or whose Equity Interests are pledged, under the Pledge Agreement. The Borrower hereby agrees that, following any request by the Administrative Agent or the Required Lenders to do so, the Borrower shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under the local law of any jurisdiction with respect to which such actions have not already been taken as are determined by the Administrative Agent or the Required Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests granted pursuant to the Pledge Agreement under the laws of such jurisdictions. If requested to do so pursuant to this Section 13.18, all such actions shall be taken in accordance with the provisions of this Section 13.18 and Section 8.11 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under local law not required to be taken in accordance with the provisions of this Section 13.18, provided that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 13.18 or pursuant to Section 8.11.

Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United StatesQualified Jurisdictions. The parties hereto acknowledge and agree that the provisions of the Pledge Agreement various Security Documents executed and delivered by the Credit Parties require that, among other things, all promissory notes (including, without limitation, Intercompany Notes) issued by, and Equity Interests in, various Persons owned by the respective Credit Party be pledged, and delivered for pledge, pursuant to the Pledge AgreementSecurity Documents. The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the Pledge Agreement various Security Documents and to take all actions under the laws of each jurisdiction within the United States or any State thereof Qualified Jurisdiction to perfect the security interests in the Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of any such jurisdictionsaid jurisdictions. Except as provided in the immediately preceding sentence, to the extent that the Pledge Agreement any Security Document requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or Equity Interests in, any Person organized under the laws of a jurisdiction outside of other than those specified in the United States or any State thereofimmediately preceding sentence, it is acknowledged that, as of the Effective Initial Borrowing Date, no actions have been required to be taken to perfect, under local law of the jurisdiction of the Person who issued the respective promissory notes or whose Equity Interests are pledged, under the Pledge AgreementSecurity Documents. The Borrower Borrowers hereby agrees agree that, following any request by the Administrative Agent or the Required Lenders to do so, the each Borrower shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under the local law of any jurisdiction with respect to which such actions have not already been taken as are determined by the Administrative Agent or the Required Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests granted pursuant to the Pledge Agreement various Security Documents under the laws of such jurisdictions. If requested to do so pursuant to this Section 13.1813.19, all such actions shall be taken in accordance with the provisions of this Section 13.18 13.19 and Section 8.11 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under local law (but only with respect to Equity Interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than Qualified Jurisdictions) not required to be taken in accordance with the provisions of this Section 13.1813.19, provided that to the extent any representation or warranty would -190- not be true because the foregoing actions were not taken, the respective representation of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 13.18 13.20 or pursuant to Section 8.11.

Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Pledge Security Agreement executed and delivered by the Restricted Parties require that, among other things, all promissory notes (including, without limitation, Intercompany Notes) issued executed by, and Equity Interests all (or 65%, as the case may be) of the capital stock and other equity interests in, various Persons owned by the respective Credit Restricted Party be pledged, and delivered for pledge, pursuant to the Pledge Security Agreement. The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the Pledge Agreement and to take all actions under the laws of each jurisdiction within the United States or any State thereof to perfect the security interests in the Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of any such jurisdiction. Except as provided in the immediately preceding sentence, to To the extent that the Pledge Security Agreement requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or Equity Interests capital stock or other equity interests in, any Person organized under the laws of a jurisdiction outside of other than the United States or any State thereofStates, it is acknowledged that, as of the Effective Closing Date, no actions have been required to be taken to perfect, perfect under any local law of the jurisdiction of the Person who issued the respective promissory notes or whose Equity Interests capital stock or other equity interests are pledged, under the Pledge AgreementSecurity Documents. The Borrower Restricted Parties hereby agrees agree that, following any request by the Administrative Agent or the Required Lenders Holders to do soso in respect to any such asset that is material, the Borrower each Restricted Party shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under U.S. law or the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Administrative Agent or the Required Lenders Holders to be necessary or desirable in order to fully perfect, preserve or protect the security interests in such assets granted pursuant to the Pledge Security Agreement under the laws of such jurisdictions. If requested to do so pursuant to this Section 13.1814.13, all such actions shall be taken in accordance with the provisions of this Section 13.18 and Section 8.11 and within the time periods set forth therein14.13 as promptly as practicable. All conditions and representations contained in this Agreement and the other Credit Transaction Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under U.S. Federal or local law (but only with respect to capital stock of, other equity interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United States) not required re- quired to be taken in accordance with the provisions of this Section 13.1814.13, provided provided, that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation of warranties or warranty shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 13.18 or pursuant to Section 8.1114.13.

Special Provisions Regarding. Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States. The parties hereto acknowledge and agree that the provisions of the Pledge Agreement various Security Documents executed and delivered by the Credit Parties require that, among other things, all promissory notes (including, without limitation, Intercompany Notes) issued executed by, and capital stock and other Equity Interests in, various Persons owned by the respective Credit Party be pledged, and delivered for pledge, pursuant to the Pledge AgreementSecurity Documents. The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the Pledge Agreement various Security Documents and to take all actions under the laws of each jurisdiction within the United States or and any State thereof to perfect the security interests in the capital stock and other Equity Interests of, and promissory notes (including, without limitation, Intercompany Notes) issued by, any Person organized under the laws of said jurisdictions (in each case, to the extent said capital stock, other Equity Interests or promissory notes are owned by any such jurisdictionCredit Party). Except as provided in the immediately preceding sentence, to the extent that the Pledge Agreement any Security Document requires or provides for the pledge of promissory notes (including, without limitation, Intercompany Notes) issued by, or capital stock or other Equity Interests in, any Person organized under the laws of a jurisdiction outside of other than those specified in the United States or any State thereofimmediately preceding sentence, it is acknowledged that, as of the Effective Initial Borrowing Date, no actions have been required to be taken to perfect, under local law of the jurisdiction of the Person who issued the respective promissory notes or whose capital stock or other Equity Interests are pledged, under the Pledge AgreementSecurity Documents. The Borrower hereby agrees that, following any request by the Administrative Agent or the Required Lenders to do so, the Borrower shallwill, and shall will cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additional Security Documents, the making of any filings and the delivery of appropriate legal opinions) under the local law of any jurisdiction with respect to which such actions have not already been taken as are determined by the Administrative Agent or the Required Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests granted pursuant to the Pledge Agreement various Security Documents under the laws of such jurisdictions. If requested to do so pursuant to this Section 13.1813.17, all such actions shall be taken in accordance with the provisions of this Section 13.18 13.17 and Section 8.11 9.12 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under local law (but only with respect to capital stock of, other Equity Interests in, and promissory notes issued by, Persons organized under laws of jurisdictions other than the United States and any State thereof) not required to be taken in accordance with the provisions of this Section 13.1813.17, provided that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of Section 9.12 and this Section 13.18 or pursuant to Section 8.1113.17.