Common use of Provisions Regarding Certain Investment Property Collateral Clause in Contracts

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary) of any Borrower hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [membership interests] [partnership interests] set forth herein shall apply, in any way, to the pledge by any [member] [partner] of a security interest in and to its [membership interests] [partnership interests] to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [membership interests] [partnership interests] by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [member] [partner] of the Company and shall have all of the rights of the [member] [partner] that previously owned such [membership interests] [partnership interests].”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary, but excluding Square Box if it becomes a Loan Party in accordance with Section 6.14(g) hereof) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National AssociationTCW Asset Management Company LLC, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, U.S. Bank National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Domestic Subsidiary (other than a Foreign Subsidiary) of any Borrower U.S. Parent Holdco hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [membership interestsMembership Interests] [partnership interestsPartnership Interests] set forth herein shall apply, in any way, to the pledge by any [memberMember] [partnerPartner] of a security interest in and to its [membership interestsMembership Interests] [partnership interestsPartnership Interests] to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [membership interestsMembership Interests] [partnership interestsPartnership Interests] by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [memberMember] [partnerPartner] of the Company and shall have all of the rights of the [memberMember] [partnerPartner] that previously owned such [membership interestsMembership Interests] [partnership interestsPartnership Interests].”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary, but excluding Square Box) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a Foreign Subsidiary, but excluding Square Box) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National AssociationBlue Torch Finance LLC, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Loan Party and any Subsidiary (other than a Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [membership interestsMembership Interests] [partnership interestsPartnership Interests] set forth herein shall apply, in any way, to the pledge by any [memberMember] [partnerPartner] of a security interest in and to its [membership interestsMembership Interests] [partnership interestsPartnership Interests] to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Administrative Agent”), or to any foreclosure upon or subsequent disposition of such [membership interestsMembership Interests] [partnership interestsPartnership Interests] by Administrative Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [memberMember] [partnerPartner] of the Company and shall have all of the rights of the [memberMember] [partnerPartner] that previously owned such [membership interestsMembership Interests] [partnership interestsPartnership Interests].”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Subsidiary (other than a DB1/ 123142411.13 Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [{membership interests] [} {partnership interests] } set forth herein shall apply, in any way, to the pledge by any [{member] [} {partner] } of a security interest in and to its [{membership interests] [} {partnership interests] } to PNC Bank, National AssociationBlue Torch Finance LLC, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “Agent”), or to any foreclosure upon or subsequent disposition of such [{membership interests] [} {partnership interests] } by Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [{member] [} {partner] } of the Company and shall have all of the rights of the [{member] [} {partner] } that previously owned such [{membership interests] [} {partnership interests]}.”

Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Loan Party and any Subsidiary (other than a Foreign Subsidiary) of any Borrower Loan Party hereafter formed or acquired that is a limited liability company or a limited partnership, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [membership interestsMembership Interests] [partnership interestsPartnership Interests] set forth herein shall apply, in any way, to the pledge by any [memberMember] [partnerPartner] of a security interest in and to its [membership interestsMembership Interests] [partnership interestsPartnership Interests] to PNC Bank, National Association, as agent for certain lenders, or its successors and assigns in such capacity (any such person, “"Administrative Agent”"), or to any foreclosure upon or subsequent disposition of such [membership interestsMembership Interests] [partnership interestsPartnership Interests] by Administrative Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [memberMember] [partnerPartner] of the Company and shall have all of the rights of the [memberMember] [partnerPartner] that previously owned such [membership interestsMembership Interests] [partnership interestsPartnership Interests].”