Common use of VSI Clause in Contracts

VSI. Notwithstanding Section 9.2.1, the parties agree and acknowledge that a Transfer of the equity or voting interests of VSI or of an Affiliate that controls VSI (a "VSI Parent") will be permitted, so long as the following conditions are satisfied: (i) notwithstanding such transfer, Newhaven Overseas Corp. or another member of the Cisneros Group of Companies retains the right to appoint VSI's ▇▇▇▇▇▇▇▇tatives on the Management Committee; and (ii) following such transfer, VSI remains at least as credit-worthy as PEI (as determined by a nationally-recognized credit rating agency), and, if it is not, VSI (or an Affiliate of VSI) provides PEI and PEGI with satisfactory financial assurances (in the form of a letter of credit, guaranty or otherwise). The parties agree that a transfer of VSI to a wholly-owned subsidiary of Ibero-America Media Partners II, LP or of Ibero-America Media Partners B.V. satisfies clause (ii) of this Section of 9.2.2.

VSI. Notwithstanding Section 9.2.1, the parties agree and acknowledge that a Transfer of the equity or voting interests of VSI or of an Affiliate that controls VSI (a "VSI Parent") will be permitted, so long as the following conditions are satisfied: (i) notwithstanding such transfer, Newhaven Overseas Corp. or another member of the Cisneros Group Cis▇▇▇▇▇ ▇▇oup of Companies retains the right to appoint VSI's ▇▇▇▇▇▇▇▇tatives representatives on the Management Committee; and (ii) following such transfer, VSI remains at least as credit-worthy as PEI (as determined by a nationally-recognized credit rating agency), and, if it is not, VSI (or an Affiliate of VSI) provides PEI and PEGI with satisfactory financial assurances (in the form of a letter of credit, guaranty or otherwise). The parties agree that a transfer of VSI to a wholly-owned subsidiary of Ibero-America Media Partners II, LP or of Ibero-America Media Partners B.V. satisfies clause (ii) of this Section of 9.2.2.