Common use of Admission of New Investors Clause in Contracts

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor No Borrower shall not permit any Fund or its General Partner to admit any Person that is an assignee of an interest in the Guarantor such Fund as a substitute Investor or any other Person as a new Investor unless such Person is in compliance with Sanctions, not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulationsregulations, not a Sanctioned Person Entity and not listed on any comparable list and admission is in accordance with the terms of the Governing DocumentsPartnership Agreement, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (wv) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (xw) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (wv)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor Primary Borrower shall not admit any Person that is an assignee of an interest in the Guarantor Primary Borrower as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulationsregulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing DocumentsLLC Agreement, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (wv) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (xw) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (wv)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance 108 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor Primary Borrower shall not admit any Person that is an assignee of an interest in the Guarantor Primary Borrower as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulationsregulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Corporate Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who 105 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.