Common use of Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies Clause in Contracts

Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. (i) Not without executing and delivering, or causing to be executed and delivered, such documents as may be required to vest the Lender with Control (as defined in the UCC) or otherwise delivering to the Lender such agreements, documents and instruments as the Lender may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an Investment Company Security, (D) is held in a Securities Account or (E) constitutes a Security or a Financial Asset; (ii) Without the prior written consent of the Lender, not (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Partnership/LLC Interests, except for those additional Investment Property or Partnership/LLC Interests that will be subject to the security interest granted herein in favor of the Lender, or (B) enter into any agreement or undertaking, except as permitted pursuant to Section 7.09 of the Credit Agreement or in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Lender to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will defend the right, title and interest of the Lender in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever, except to the extent such claims and demands could not reasonably expect to materially and adversely affect the rights of Lender hereunder; (iii) If such Grantor shall become entitled to receive or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Lender, hold the same in trust for the Lender, segregated from other funds of such Grantor, and promptly deliver the same to the Lender in accordance with the terms hereof;

Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. (i) Not without executing and delivering, or causing to be executed and delivered, such documents as may be required to vest the Lender with Control (as defined in the UCC) or otherwise delivering to the Lender Administrative Agent such agreements, documents and instruments as the Lender Administrative Agent may reasonably requirerequire (in the case of an acquisition, within fifteen (15) Business Days following the date such acquisition is consummated (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion)), issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded on a securities exchange or in a securities market, (B) with respect to an interest in a partnership, does not by its terms expressly provide that it is a Security for purposes of the STA, (C) with respect to an interest in a limited liability company, by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (CD) is an Investment Company Security, (DE) is held in a Securities Account or (EF) constitutes a Security or a Financial Asset;. (ii) Without the prior written consent of the LenderAdministrative Agent, not no Grantor will (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Partnership/LLC InterestsEquity Interests constituting partnership or limited liability company interests, except for those additional Investment Property or Partnership/LLC Equity Interests constituting partnership or limited liability company interests that will be subject to the security interest granted herein in favor favour of the Lenderholders of the Obligations, or (B) enter into any agreement or undertaking, except as permitted pursuant to Section 7.09 of the Credit Agreement or in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Lender Administrative Agent to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will defend the right, title and interest of the Lender Administrative Agent in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever, except to the extent such claims and demands could not reasonably expect to materially and adversely affect the rights of Lender hereunder; (iii) If such Grantor shall become entitled to receive or shall receive any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Lender, hold the same in trust for the Lender, segregated from other funds of such Grantor, and promptly deliver the same to the Lender in accordance with the terms hereof;.

Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. (i) Not issue or acquire any Pledged Equity consisting of an Equity Interest in a partnership or a limited liability company that is a Domestic Subsidiary (without executing and delivering, or causing to be executed and delivered, such documents as may be required to vest the Lender with Control (as defined in the UCC) or otherwise delivering to the Lender Administrative Agent such agreements, documents and instruments as the Lender Administrative Agent may reasonably require), issue or acquire any Pledged if such Equity consisting of an interest in a partnership or a limited liability company that Interest (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an Investment Company Security, (D) is held in a Securities Account or (E) constitutes a Security or a Financial Asset;Security. (ii) Without the prior written consent of the LenderAdministrative Agent, not (A) not vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property Pledged Equity consisting of an Equity Interest in a partnership or Partnership/LLC Interestsa limited liability company that is a Domestic Subsidiary, except for those additional Investment Property Pledged Equity constituting partnership or Partnership/LLC Interests limited liability company interests that will be subject to the security interest granted herein in favor of the LenderAdministrative Agent for the benefit of the Secured Parties, or (B) enter into any agreement or undertakingundertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, except as permitted pursuant to Section 7.09 of the Credit Agreement assign or transfer any Pledged Equity or Proceeds thereof, other than (1) in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, restricting (2) restrictions contained in the right or Senior Notes Indentures (as such restrictions are in effect on the date hereof) and (3) customary restrictions contained in the documentation relating to financings permitted under the Credit Agreement, provided, however, that such restrictions under this clause (3) shall not restrict any Grantor’s ability of such Grantor or the Lender to sell, assign or transfer any Investment Property or grant Liens on Pledged Equity or Proceeds thereof. The Grantors will defend thereof in favor of the Administrative Agent, or the Administrative Agent’s ability to enforce such Liens, in each case, for the benefit of the Secured Parties, in connection with the Loan Documents. (iii) Defend the right, title and interest of the Lender Administrative Agent in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever, except to the extent such claims and demands could not reasonably expect to materially and adversely affect the rights of Lender hereunder;. (iiiiv) If such any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment PropertyPledged Equity, or otherwise in respect thereof, or (B) any sums paid upon or in respect of any Pledged Equity upon the liquidation or dissolution of any Issuer, such Grantor shall (X) accept the same as the agent of the LenderSecured Parties, hold the same in trust for the LenderSecured Parties, segregated from other funds of such Grantor, and promptly deliver the same to the Lender Administrative Agent, on behalf of the Secured Parties, in accordance with the terms hereof;, and (Y) promptly update Schedule I or II, as applicable, reflecting any such applicable changes thereto.

Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. (i) Not without executing and delivering, or causing to be executed and delivered, such documents as may be required to vest the Lender with Control (as defined in the UCC) or otherwise delivering to the Lender Administrative Agent such agreements, documents and instruments as the Lender Administrative Agent may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company company, to the extent such Pledged Equity has an aggregate value of $250,000 or more, that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an Investment Company Securityinvestment company security, (D) is held in a Securities Account or (E) constitutes a Security or a Financial Asset;. (ii) Without the prior written consent of the LenderAdministrative Agent, not no Grantor will (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Partnership/LLC InterestsEquity Interests constituting partnership or limited liability company interests, except for those additional Investment Property or Partnership/LLC Equity Interests constituting partnership or limited liability company interests that will be subject to the security interest granted herein in favor of the LenderSecured Parties, or (B) enter into any agreement or undertaking, except as permitted pursuant to Section 7.09 of the Credit Agreement or in connection with a Disposition permitted under Section Sections 7.04 or 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Lender Administrative Agent to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will take commercially reasonable efforts to defend the right, title and interest of the Lender Administrative Agent in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever, except to the extent such claims and demands could not reasonably expect to materially and adversely affect the rights of Lender hereunder;. (iii) If such any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, or (B) any sums paid upon or in respect of any Investment Property upon the liquidation or dissolution of any Issuer, such Grantor shall accept the same as the agent of the LenderSecured Parties, hold the same in trust for the LenderSecured Parties, segregated from other funds of such Grantor, and and, if the aggregate value thereof is in excess of $250,000, promptly deliver the same to the Lender Administrative Agent, on behalf of the Secured Parties, in accordance with the terms hereof;.

Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies. (i) Not without executing and delivering, or causing to be executed and delivered, such documents as may be required to vest the Lender with Control (as defined in the UCC) or otherwise delivering to the Lender Administrative Agent such agreements, documents and instruments as the Lender Administrative Agent may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an Investment Company Securityinvestment company security, (D) is held in a Securities Account or (E) constitutes a Security or a Financial Asset;. (ii) Without the prior written consent of the LenderAdministrative Agent, not no Grantor will (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Partnership/LLC InterestsEquity Interests constituting partnership or limited liability company interests, except for those additional Investment Property or Partnership/LLC Equity Interests constituting partnership or limited liability company interests that will be subject to the security interest granted herein in favor of the LenderSecured Parties, or (B) enter into any agreement or undertaking, except as permitted pursuant to Section 7.09 of the Credit Agreement or in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Lender Administrative Agent to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will defend the right, title and interest of the Lender Administrative Agent in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever, except to the extent such claims and demands could not reasonably expect to materially and adversely affect the rights of Lender hereunder;. (iii) If such any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, or (B) any sums paid upon or in respect of any Investment Property upon the liquidation or dissolution of any Issuer, such Grantor shall accept the same as the agent of the LenderSecured Parties, hold the same in trust for the LenderSecured Parties, segregated from other funds assets of such Grantor, and promptly deliver the same to the Lender Administrative Agent, on behalf of the Secured Parties, in accordance with the terms hereof;.