Treatment of Equity Interests Subject to Redemption Notices. Notwithstanding anything contained herein to the contrary or anything set forth in GAAP to the contrary, all Equity Interests constituting preferred stock of ​ that is the subject of an outstanding redemption notice from ​ shall, for purposes of the [Section 7.08] financial covenant calculations required to be performed herein and any other determination of the liabilities or the Indebtedness of ​ (regardless of whether liabilities or Indebtedness of any other Persons are included in such calculation) shall be treated as equity rather than as a liability for purposes of this Agreement; provided that such treatment shall be given subject to the following terms and conditions: # the treatment of any given share of ​’ preferred stock as equity during any redemption notification period shall not exceed a period of sixty (60) days during the term of this Agreement (provided that the status of such share shall, following any such sixty (60) day period, be subject to interpretation under GAAP) and # the treatment of any given share of ​’ preferred stock as equity when such share would otherwise be treated as a liability pursuant to GAAP shall be effective only with respect to shares of preferred stock that are subject to the giving of mandatory redemption notices.

Subject Company Equity Interests. An instrument of transfer in the form attached as Exhibit A hereto duly and validly executed by the registered holder of the Subject Company Equity Interests, sufficient to vest in ​ good and valid title to such Subject Company Equity Interests, or other evidence as is customary under the Applicable Law governing the corporate aspects of such Subject Company that good and valid title in the Subject Company Equity Interests of such Subject Company has been lawfully transferred to ​.

Equity Interests. As of the date hereof or as of the date of the most recent Compliance Certificate, the Equity Interests required to be pledged hereunder by each Grantor that owns any Equity Interests (excluding pledges of interests in Equity Interests solely permitted as a result of [Sections 9-406, 9-407, 9-408 or 9-409]9]9]9] of the UCC) consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other Equity Interests (in the case of issuers other than corporations) described opposite such Grantor’s name in Annex A.

Equity Interests. Each Pledge Agreement, together with the Uniform Commercial Code financing statements to be filed in connection therewith as provided therein, is in form sufficient to, and upon such filing and delivery as provided in the Pledge Agreement will, create in favor of the Agent a valid, perfected, first priority Lien and security interest upon and in respect of the Collateral (as defined in such Pledge Agreement) enforceable by the Agent in accordance with the terms thereof.

Equity Treatment. Set forth on Exhibit A to this Agreement is a list of all outstanding equity awards held by the Executive with respect to shares of the Company’s common stock. Other than as set forth on Exhibit A, neither the Company nor any subsidiary has any obligation otherwise to issue to the Executive any equity award for or shares of capital stock of the Company or any subsidiary. For the avoidance of doubt, # the equity awards listed on Exhibit A shall continue to vest through the Separation Date according to the terms of the applicable award agreements and the Company’s 2005 Long-Term Incentive Compensation Plan, # the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of all outstanding stock option, market stock unit or performance share unit awards, and # any outstanding stock option awards shall remain exercisable as specified in the applicable option agreement.

Subsidiaries; Equity Interests. As of the Closing Date, no Loan Party (to the extent such Loan Party was a Loan Party on the Closing Date) has any Subsidiaries other than those specifically disclosed in [Schedule 6.13], and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are directly or indirectly owned by a Loan Party (except for certain immaterial director’s qualifying shares and as a result of the PDH Minority Interest) free and clear of all Liens except those created under the Collateral Documents and as otherwise disclosed in [Schedule 6.13]. All of the outstanding Equity Interests in each Loan Party and its Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization).

“Restricted Payments” means, with respect to any Person, # any dividends or any other payment or distribution (in cash, Property, or obligations) on account of its equity interests, # any redemption, purchase, retirement, call, or acquisition any of its equity interests, # any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of its equity interests and # the setting aside of any money for a sinking or other analogous fund for any dividend or other distribution on its equity interests or for any redemption, purchase, retirement, or other acquisition of any of its equity interests or to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of its equity interests.

the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of # any other Junior Financing or Junior Lien Debt otherwise permitted to be incurred at such time by [Section 7.03] or # any Qualified Equity Interests or contribution to the common Equity Interests capital of the ​ after the Closing Date (other than the Equity Contribution or any Specified Equity Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds of Qualified Equity Interests and no Default has occurred and is continuing or would result therefrom;

The Board may make any amendment to this Agreement and Exhibit A as necessary to # reflect any issuance of New Interests, additional Membership Interests or other Equity Interests, any redemption or purchase of Membership Interests, New Interests or other Equity Interests, or any other change in the Membership Interests, other Equity Interests, or Ownership Percentages as provided herein, or # make administrative changes that do not adversely impact any Member’s rights under this Agreement or the value of the Company.

“Equity Issuance” means the issuance and sale by Borrower for cash of equity interests of Borrower, which equity interests do not benefit from any redemption or retirement right or obligation, any sinking fund or similar right or obligation, any option or obligation to purchase or sell, any conversion or exchange right or obligation, or any liquidation preference.