Common use of Transfers and Other Liens; Additional Investments Clause in Contracts

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the Lenders, it will not permit any Subsidiary to issue to such Debtor or any of such Debtor’s other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the Lenders, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender following the issuance thereof (and in any event within five (5) business days following such request) deliver to the Lenders (i) an amendment, duly executed by such Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to the Lenders a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such Debtor hereby (x) authorizes the Lenders to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the LendersAgent, it will not permit any domestic Subsidiary to issue to such Debtor or any of such Debtor’s other Subsidiaries any shares of stock, membership interests, partnership units, notes Notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes Notes or instruments are encumbered in favor of the Lenders Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes Notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersAgent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender the Agent following the issuance thereof (and in any event within five (5) business days Business Days following such request) deliver to the Lenders Agent (i) an amendment, duly executed by such Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes Notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes Notes or instruments issued to any Subsidiary granting to the Lenders Agent, for the benefit of the Lenders, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes Notes or other instruments representing or evidencing the same. Such Debtor hereby (x) authorizes the Lenders Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes Notes or instruments listed in any Amendment delivered to the Lenders Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the LendersCollateral Agent, it will not permit any Significant Domestic Subsidiary to issue to such Debtor it or any of such Debtor’s its other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Collateral Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersCollateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Collateral Agent following the issuance thereof (and in any event within five (5) business days three Business Days following such request) deliver to the Lenders Collateral Agent (i) an amendment, duly executed by such the applicable Debtor, in substantially the form of Exhibit A hereto (an “"Amendment”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to the Lenders a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such Debtor hereby (x) authorizes the Lenders to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.this

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the LendersAgent, it will not permit any domestic Subsidiary to issue to such Debtor or any of such Debtor’s other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersAgent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Agent following the issuance thereof (and in any event within five (5) business days Business Days following such request) deliver to the Lenders Agent (i) an amendment, duly executed by such Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to Agent, for the Lenders benefit of the Banks, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such Debtor hereby (x) authorizes the Lenders Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each The Debtor agrees that, (a) except with the written consent of the LendersAgent, it will not permit any Subsidiary to issue to such Debtor or any of such Debtor’s other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersAgent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Agent following the issuance thereof (and in any event within five (5) business days Business Days following such request) deliver to the Lenders Agent (i) an amendment, duly executed by such the Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to Agent, for the Lenders benefit of the Banks, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such The Debtor hereby (x) authorizes the Lenders Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby. Notwithstanding the foregoing, it is hereby understood and agreed that no Debtor shall be required to encumber more than 65% of the shares of stock, membership interests, partnership units, notes or instruments issued to Debtor by any Foreign Subsidiary.

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the LendersCollateral Agent, it will not permit any Significant Domestic Subsidiary to issue to such Debtor it or any of such Debtor’s its other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Collateral Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersCollateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Collateral Agent following the issuance thereof (and in any event within five (5) business days three Business Days following such request) deliver to the Lenders Collateral Agent (i) an amendment, duly executed by such the applicable Debtor, in substantially the form of Exhibit A hereto (an “"Amendment”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “"New Pledge”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to Collateral Agent, for the Lenders benefit of the Benefited Parties, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same, and the acknowledgment of any issuer necessary or appropriate to perfect such pledge, security interest and lien on any membership or similar ownership interest. Such Each Debtor hereby (x) authorizes the Lenders Collateral Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Collateral Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 3.7 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each The Debtor agrees that, (a) except with the written consent of the LendersBank, it will not permit any domestic Subsidiary to issue to such Debtor or any of such Debtor’s other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Bank under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersBank, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Bank following the issuance thereof (and in any event within five (5) business days Business Days following such request) deliver to the Lenders Bank (i) an amendment, duly executed by such the Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to the Lenders Bank, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such The Debtor hereby (x) authorizes the Lenders Bank to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Bank shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each The Debtor agrees that, (a) except with the written consent of the LendersCollateral Agent, it will not permit any Significant Domestic Subsidiary to issue to such Debtor or any of such Debtor’s 's other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Collateral Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersCollateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender Collateral Agent following the issuance thereof (and in any event within five (5) business days three Business Days following such request) deliver to the Lenders Collateral Agent (i) an amendment, duly executed by such the Debtor, in substantially the form of Exhibit A hereto (an “"Amendment”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “"New Pledge”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to Collateral Agent, for the Lenders benefit of the Benefited Parties, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such The Debtor hereby (x) authorizes the Lenders Collateral Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Collateral Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 3.7 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, that (a) except with the written consent of the LendersCollateral Agent, it will not permit any Pledged Subsidiary to issue to such Debtor it or any of such Debtor’s its other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the CollateralPledged Shares, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders Collateral Agent under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the LendersCollateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender the Collateral Agent following the issuance thereof (and in any event within five (5) business days three Business Days following such request) deliver to the Lenders Collateral Agent (i) an amendment, duly executed by such the applicable Debtor, in substantially the form of Exhibit A hereto (an “Amendment”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “New Pledge”), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to the Lenders Collateral Agent, for the benefit of the Benefited Parties, a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same, and the acknowledgment of any issuer necessary or appropriate to perfect such pledge, security interest and lien on any membership or similar ownership interest. Such Each Debtor hereby (x) authorizes the Lenders Collateral Agent to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders Collateral Agent shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 3.7 of this Agreement with respect to the Collateral covered thereby.

Transfers and Other Liens; Additional Investments. Each Debtor agrees that, (a) except with the written consent of the Lenders, it will not permit any Subsidiary to issue to such Debtor or any of such Debtor’s 's other Subsidiaries any shares of stock, membership interests, partnership units, notes or other securities or instruments (including without limitation the Pledged Shares) in addition to or in substitution for any of the Collateral, unless, concurrently with each issuance thereof, any and all such shares of stock, membership interests, partnership units, notes or instruments are encumbered in favor of the Lenders under this Agreement or otherwise (it being understood and agreed that all such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor shall, without further action by such Debtor or the Lenders, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of either Lender following the issuance thereof (and in any event within five (5) business days following such request) deliver to the Lenders (i) an amendment, duly executed by such Debtor, in substantially the form of Exhibit A hereto (an “"Amendment”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in substantially the form of this Agreement (a “"New Pledge”"), in respect of such shares of stock, membership interests, partnership units, notes or instruments issued to any Subsidiary granting to the Lenders a first priority security interest, pledge and lien thereon, together in each case with all certificates, notes or other instruments representing or evidencing the same. Such Debtor hereby (x) authorizes the Lenders to attach each Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests, partnership units, notes or instruments listed in any Amendment delivered to the Lenders shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon the delivery of each such Amendment, the representations and warranties contained in Sections 3.1, 3.2, 3.5 and 3.6 of this Agreement with respect to the Collateral covered thereby.