Common use of MDC Financing Clause in Contracts

MDC Financing. Notwithstanding anything to the contrary contained in this Agreement, in consideration for the payment of the Purchase Price under Section 2.1 hereof and for other good and valuable consideration, the parties hereto hereby (i) agree that MDC Partners and/or one or more of its affiliates, in connection with its or any of its affiliates' current or future credit facilities, debt offerings (including, without limitation, senior, subordinated or mezzanine debt issued in a public offering or a Regulation S or Rule 144A private placement) or any other debt agreements, shall be entitled to: (w) pledge or grant a security interest in or otherwise have a lien placed upon the Purchaser's Limited Partnership Units; (x) pledge or grant a security interest in or to otherwise have a lien placed upon the assets and properties of Kxxxx XX, and/or their respective subsidiaries; (y) assign all of its rights, benefit, title and interest in Kxxxx XX and distributions therefrom, including, without limitation, all rights and claims pursuant to and under the Call and/or Sale Request (as such terms are defined in the applicable Limited Partnership Agreement) to or to an agent or representative on behalf of, its bank or lender or group of banks or group of lenders from time to time (as applicable and collectively, the "Lender"); and (z) have Kxxxx XX provide guarantees and such other ancillary security and related documentation as reasonably required by the Lender from time to time (the items in (w), (x), (y) and (z) being collectively referred to as an "MDC Financing"); and (ii) consent unconditionally to (x) the granting of all security and the execution of all documents required in connection with an MDC Financing and the enforcement thereof, where applicable, by the Lender; and (y) any transaction by which the Lender becomes the absolute legal and beneficial owner of any limited partnership Units which have been pledged or assigned to it.

MDC Financing. Notwithstanding anything to the contrary contained in this Agreement, in consideration for the payment of the Purchase Price under Section 2.1 hereof and for other good and valuable consideration, the parties hereto hereby (i) agree that MDC Partners and/or one or more of its affiliates, in connection with its or any of its affiliates' current or future credit facilities, debt offerings (including, without limitation, senior, subordinated facilities or mezzanine debt issued in a public offering or a Regulation S or Rule 144A private placement) or any other debt agreementsfinancing arrangements, shall be entitled to: (w) pledge or grant a security interest in or otherwise have a lien placed upon the Purchaser's Limited Partnership UnitsMembership Interests; (x) pledge or grant a security interest in or to otherwise have a lien placed upon the assets and properties of Kxxxx XX, the Company and/or their respective subsidiariesits Subsidiaries; (y) assign all of its rights, benefit, title and interest in Kxxxx XX the Company and distributions therefrom, including, without limitation, all rights and claims pursuant to and under the Call and/or Sale Request (as such terms are defined in the applicable Limited Partnership Operating Agreement) to or to an agent or representative on behalf of, its bank or lender or group of banks or group of lenders from time to time (as applicable and collectively, the "Lender"); and (z) have Kxxxx XX the Company and/or its Subsidiaries provide guarantees and such other ancillary security and related documentation as reasonably required by the Lender from time to time (the items in (w), (x), (y) and (z) being collectively referred to as an "MDC Financing"); and (ii) consent unconditionally to (x) the granting of all security and the execution of all documents required in connection with an MDC Financing and the enforcement thereof, where applicable, by the Lender; and (y) any transaction by which the Lender becomes the absolute legal and beneficial owner of any limited partnership Units Membership Interests which have been pledged or assigned to it.

MDC Financing. Notwithstanding anything to the contrary contained in this Agreement, in consideration for the payment of the Purchase Price under Section 2.1 hereof and for other good and valuable consideration, the parties hereto hereby (i) agree that MDC Partners and/or one or more of its affiliates, in connection with its or any of its affiliates' current or future credit facilities, debt offerings (including, without limitation, senior, subordinated or mezzanine debt issued in a public offering or a Regulation S or Rule 144A private placement) or any other debt agreements, shall be entitled to: (w) pledge or grant a security interest in or otherwise have a lien placed upon the Purchaser's Limited Partnership Membership Units; (x) pledge or grant a security interest in or to otherwise have a lien placed upon the assets and properties of Kxxxx XX, the Company and/or their respective its subsidiaries; (y) assign all of its rights, benefit, title and interest in Kxxxx XX the Company and distributions therefrom, including, without limitation, all rights and claims pursuant to and under the Call and/or Sale Request (as such terms are defined in the applicable Limited Partnership Operating Agreement) to or to an agent or representative on behalf of, its bank or lender or group of banks or group of lenders from time to time (as applicable and collectively, the "Lender"); and (z) have Kxxxx XX the Company provide guarantees and such other ancillary security and related documentation as reasonably required by the Lender from time to time (the items in (w), (x), (y) and (z) being collectively referred to as an "MDC Financing"); and (ii) consent unconditionally to (x) the granting of all security and the execution of all documents required in connection with an MDC Financing and the enforcement thereof, where applicable, by the Lender; and (y) any transaction by which the Lender becomes the absolute legal and beneficial owner of any limited partnership Membership Units which have been pledged or assigned to it.

MDC Financing. Notwithstanding anything to the contrary contained in this Agreement, in consideration for the payment of the Purchase Price under Section 2.1 hereof and for other good and valuable consideration, the parties hereto hereby (i) agree that MDC Partners and/or one or more of its affiliates, in connection with its or any of its affiliates' ’ current or future credit facilities, debt offerings (including, without limitation, senior, subordinated or mezzanine debt issued in a public offering or a Regulation S or Rule 144A private placement) or any other debt agreements, shall be entitled to: (w) pledge or grant a security interest in or otherwise have a lien Lien placed upon the Purchaser's Limited Partnership Purchased Units; (x) pledge or grant a security interest in or to otherwise have a lien Lien placed upon the assets and properties of Kxxxx XX, the Company and/or their respective subsidiariesits subsidiaries (if any); (y) assign all of its rights, benefit, title and interest in Kxxxx XX the Company and distributions therefrom, including, without limitation, all rights and claims pursuant to and under the Call and/or Sale Request Puts and Calls (as such terms are defined in the applicable Limited Partnership LLC Agreement) to or to an agent or representative on behalf of, its bank or lender or group of banks or group of lenders from time to time (as applicable and collectively, the "“Lender"”); and (z) have Kxxxx XX the Company and/or its subsidiaries (if any) provide guarantees and such other ancillary security and related documentation as reasonably required by the Lender from time to time (the items in (w), (x), (y) and (z) being collectively referred to as an "“MDC Financing"”); and (ii) consent consents unconditionally to (x) the granting of all security and the execution of all documents required in connection with an MDC Financing and the enforcement thereof, where applicable, by the Lender; and (y) any transaction by which the Lender becomes the absolute legal and beneficial owner of any limited partnership Units which have been pledged or assigned to by it.