Common use of Restricted Transactions; No-Rehypothecation; Existing Transfer Restrictions Clause in Contracts

Restricted Transactions; No-Rehypothecation; Existing Transfer Restrictions. (a) Except for any Permitted Transaction (or component thereof), without the consent of Administrative Agent (not to be unreasonably withheld), Borrower shall not, and shall not permit Guarantor or any Aggregated Person to, (i) sell, hedge (including any derivative transactions and short sales), transfer, or otherwise dispose of any Underlying Equity; (ii) incur additional Debt collateralized by any Underlying Equity, including without limitation synthetic “long” positions on the Underlying Equity; (iii) issue debt or preferred stock or other instruments exchangeable into or otherwise referencing the Underlying Equity; or (iv) enter into any agreement resulting in any lock-up, encumbrance, or other restriction in respect of any Collateral Shares, other than under the Facility. (b) Each of the following transactions shall be a “Permitted Transaction”: (i) any sale of Underlying Equity (not held in any Collateral Account) to an unaffiliated third party consummated pursuant to Rule 144 or a public offering for cash proceeds so long as all of the following conditions are met: (1) the LTV Ratio is and has been less than the LTV Margin Call Level for each of the previous seven (7) Exchange Business Days, (2) the price realized per unit of Underlying Equity is no less than 115% of the hypothetical Market Reference Price at which a Collateral Call would otherwise occur based on the number of units (up to the Maximum Units) then pledged in the Collateral Accounts, (3) any cash proceeds of the sale shall be deposited into the Collateral Accounts on the date of settlement thereof and shall be deposited therein for at least seven (7) Exchange Business Days, and (4) any lockup agreement signed as a condition to such Rule 144 sale or public offering would not adversely affect any Lender Party’s ability to foreclose on the Collateral Shares nor would it have an adverse effect on the price of the Collateral Shares in a public or private foreclosure sale, and any such sale proceeds under this clause (i) shall be released pursuant to Subsection 2.10(e) below; (ii) any of the sales and releases made in accordance with Section 2.10 below; and (iii) any sale, financing transactions or derivative transactions of Underlying Equity (not held in any Collateral Account), the proceeds of which (together with other cash then available to Borrower) are used to prepay the Obligations (other than contingent indemnification) in full (not in part) (a “Refinancing Transaction”). (c) Each Lender Party agrees not to pledge, repledge, hypothecate, rehypothecate, sell, assign, invest, lend, use, commingle or otherwise transfer for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions) any Collateral Shares; provided that the foregoing shall not restrict (i) any Lender Party’s rights to assign, sell participations in or pledge the Obligations and the Collateral as permitted in Section 8.06 hereof or (ii) any Lender Party’s rights and remedies after the occurrence and during the continuance of an Event of Default. (d) The parties hereto acknowledge and agree that the Collateral Shares are, in the hands of Borrower, subject to the Existing Transfer Restrictions and, in the hands of the Lender Parties exercising their rights with respect thereto in reliance on Rule 144 under the Securities Act, subject to the requirements of Rule 144(b) and Rule 144(d)(3)(iv).

Restricted Transactions; No-Rehypothecation; Existing Transfer Restrictions. (a) Except for any Permitted Transaction (or component thereof)) and the transactions contemplated by the Preferred Equity Documents, without the consent of Administrative Agent Required Lenders (not to be unreasonably withheld), Borrower shall not, and shall not permit Parent Guarantor or any Aggregated Person to, (i) sell, hedge (including any derivative transactions and short sales), transfer, transfer or otherwise dispose of any Underlying Equity; (ii) incur additional Debt collateralized by any Underlying Equity, including without limitation synthetic “long” positions on the Underlying Equity; (iii) issue debt or preferred stock or other instruments exchangeable into or otherwise referencing the Underlying Equity; or (iv) enter into any agreement resulting in that contractually imposes any lock-up, encumbrance, or other restriction in respect of any Collateral Shares, other than under the FacilityFacility and other than any agreement to which any Lender Party is a party. (b) Each of the following transactions shall be a “Permitted Transaction”: (i) any sale of Underlying Equity (not held constituting either Collateral or Collateral (as defined in the Put Pledge Agreement)) by Parent Guarantor or any Collateral Account) Subsidiary thereof to an unaffiliated third party consummated pursuant to Rule 144 or a public offering for cash proceeds so long as all of the following conditions are met: (1) the LTV Ratio is and has been less than the LTV Margin Call Level for each of the previous seven (7) Exchange Business Days, (2) the price realized per unit of Underlying Equity is no less than 115% of the hypothetical Market Reference Price at which a Collateral Call would otherwise occur based on the number of units (up to the Maximum Units) then pledged in the Collateral Accounts, (3) any cash proceeds of the sale shall be deposited into the Collateral Accounts on the date of settlement thereof and shall be deposited therein for at least seven (7) Exchange Business Days, and (4) any lockup agreement signed as a condition to such Rule 144 sale or public offering would not adversely affect any Lender Party’s ability to foreclose on the Collateral Shares nor would it have an adverse effect on the price or Dispose of the Collateral Shares in a public or private foreclosure sale, and any such sale proceeds under this clause (i) shall be released pursuant to Subsection 2.10(e) belowShares; (ii) any sale of Underlying Equity constituting Collateral or Collateral (as defined in the sales Put Pledge Agreement) pursuant to any exercise of rights and releases made in accordance with Section 2.10 belowremedies under the Pledge Agreement or Put Pledge Agreement; and (iii) any sale, financing transactions or derivative transactions of Underlying Equity (not held the releases made in any Collateral Account), the proceeds of which (together accordance with other cash then available to Borrower) are used to prepay the Obligations (other than contingent indemnification) in full (not in part) (a “Refinancing Transaction”)Section 2.16 below. (c) Each Lender Party agrees not to pledge, repledge, hypothecate, rehypothecate, sell, assign, invest, lend, use, commingle or otherwise transfer for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions) any Collateral Shares; provided that the foregoing shall not restrict (i) any Lender Party’s rights to assign, sell participations in or pledge the Obligations and the Collateral as permitted in Section 8.06 hereof or (ii) any Lender Party’s rights and remedies after the occurrence and during the continuance of an Event of Default. (d) The parties hereto acknowledge and agree that the Collateral Shares are, in the hands of Borrower, subject to the Existing Transfer Restrictions and, in the hands of the Lender Parties exercising their rights with respect thereto in reliance on Rule 144 under the Securities Act, subject to the requirements of Rule 144(b) and Rule 144(d)(3)(iv), in addition to any other requirements under Rule 144.

Restricted Transactions; No-Rehypothecation; Existing Transfer Restrictions. (a) Except for any Permitted Transaction (or component thereof)) and the transactions contemplated by the Preferred Equity Documents, without the consent of Administrative Agent Required Lenders (not to be unreasonably withheld), Borrower shall not, and shall not permit Guarantor or any Aggregated Person to, (i) sell, hedge (including any derivative transactions and short sales), transfer, transfer or otherwise dispose of any Underlying Equity; (ii) incur additional Debt collateralized by any Underlying Equity, including without limitation synthetic “long” positions on the Underlying Equity; (iii) issue debt or preferred stock or other instruments exchangeable into or otherwise referencing referencing] the Underlying Equity; or (iv) enter into any agreement resulting in that contractually imposes any lock-up, encumbrance, or other restriction in respect of any Collateral Shares, other than under the FacilityFacility and other than any agreement to which any Lender Party is a party. (b) Each of the following transactions shall be a “Permitted Transaction”: (i) any sale of Underlying Equity (not held in any Collateral Accountconstituting Collateral) to an unaffiliated third party consummated pursuant to Rule 144 or a public offering for cash proceeds so long as all of the following conditions are met: (1) the LTV Ratio is and has been less than the LTV Margin Call Level for each of the previous seven (7) Exchange Business Days, (2) the price realized per unit of Underlying Equity is no less than 115% of the hypothetical Market Reference Price at which a Collateral Call would otherwise occur based on the number of units (up to the Maximum Units) then pledged in the Collateral Accounts, (3) any cash proceeds of the sale shall be deposited into the Collateral Accounts on the date of settlement thereof and shall be deposited therein for at least seven (7) Exchange Business Days, and (4) any lockup agreement signed as a condition to such Rule 144 sale or public offering would not adversely affect any Lender Party’s ability to foreclose on the Collateral Shares nor would it have an adverse effect on the price or Dispose of the Collateral Shares in a public or private foreclosure sale, and any such sale proceeds under this clause (i) shall be released pursuant to Subsection 2.10(e) below;Shares; and (ii) any of the sales and releases made in accordance with Section 2.10 2.16 below; and (iii) any sale, financing transactions or derivative transactions of Underlying Equity (not held in any Collateral Account), the proceeds of which (together with other cash then available to Borrower) are used to prepay the Obligations (other than contingent indemnification) in full (not in part) (a “Refinancing Transaction”). (c) Each Lender Party agrees not to pledge, repledge, hypothecate, rehypothecate, sell, assign, invest, lend, use, commingle or otherwise transfer for hedging, financing or other related activities (including without limitation, pursuant to repurchase transactions) any Collateral Shares; provided that the foregoing shall not restrict (i) any Lender Party’s rights to assign, sell participations in or pledge the Obligations and the Collateral as permitted in Section 8.06 hereof or (ii) any Lender Party’s rights and remedies after the occurrence and during the continuance of an Event of Default. (d) The parties hereto acknowledge and agree that the Collateral Shares are, in the hands of Borrower, subject to the Existing Transfer Restrictions and, in the hands of the Lender Parties exercising their rights with respect thereto in reliance on Rule 144 under the Securities Act, subject to the requirements of Rule 144(b) and Rule 144(d)(3)(iv), in addition to any other requirements under Rule 144.