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

Transfers and Other Liens; Additional Investments. Debtor agrees that, (a) except with the written consent of the Agent, it will not permit any domestic Subsidiary to issue to Debtor or any of 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 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 Debtor shall, without further action by Debtor or the Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent following the issuance thereof (and in any event within five (5) Business Days following such request) deliver to the Agent (i) an amendment, duly executed by 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 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 Agent, for the benefit of 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. Debtor hereby (x) authorizes the 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 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 AgentLenders, 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 Agent Lenders 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 AgentLenders, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent either Lender following the issuance thereof (and in any event within five (5) Business Days business days following such request) deliver to the Agent 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 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 Agent, for the benefit of the Lenders, 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 Agent Lenders 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 Agent 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, 3.4, 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, that (a) except with the written consent of the Collateral Agent, it will not permit any domestic Pledged Subsidiary to issue to Debtor it or any of Debtor’s its 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 CollateralPledged Shares, 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 Collateral 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 Collateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Collateral Agent following the issuance thereof (and in any event within five (5) three Business Days following such request) deliver to the Collateral Agent (i) an amendment, duly executed by 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 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 Collateral Agent, for the benefit of the LendersBenefited Parties, 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, and the acknowledgment of any issuer necessary or appropriate to perfect such pledge, security interest and lien on any membership or similar ownership interest. Each Debtor hereby (x) authorizes the Collateral 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 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 Collateral Agent, it will not permit any domestic Significant Domestic Subsidiary to issue to Debtor it or any of Debtor’s its 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 Collateral 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 Collateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Collateral Agent following the issuance thereof (and in any event within five (5) three Business Days following such request) deliver to the Collateral Agent (i) an amendment, duly executed by 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 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 Agent, for the benefit of 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. Debtor hereby (x) authorizes the 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 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.this

Transfers and Other Liens; Additional Investments. The Debtor agrees that, (a) except with the written consent of the AgentBank, it will not permit any domestic Subsidiary to issue to Debtor or any of 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 Agent Bank 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 Debtor shall, without further action by Debtor or the AgentBank, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent Bank following the issuance thereof (and in any event within five (5) Business Days following such request) deliver to the Agent Bank (i) an amendment, duly executed by the 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 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 Agent, for the benefit of the LendersBank, 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. The Debtor hereby (x) authorizes the Agent Bank 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 Agent 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. The Debtor agrees that, (a) except with the written consent of the Collateral Agent, it will not permit any domestic Significant Domestic Subsidiary to issue to Debtor or any of Debtor’s '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 Collateral 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 Debtor shall, without further action by Debtor or the Collateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Collateral Agent following the issuance thereof (and in any event within five (5) three Business Days following such request) deliver to the Collateral Agent (i) an amendment, duly executed by the 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 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 Collateral Agent, for the benefit of the LendersBenefited Parties, 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. The Debtor hereby (x) authorizes the Collateral 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 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 Collateral Agent, it will not permit any domestic Significant Domestic Subsidiary to issue to Debtor it or any of Debtor’s its 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 Collateral 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 Collateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Collateral Agent following the issuance thereof (and in any event within five (5) three Business Days following such request) deliver to the Collateral Agent (i) an amendment, duly executed by 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 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 Collateral Agent, for the benefit of the LendersBenefited Parties, 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, and the acknowledgment of any issuer necessary or appropriate to perfect such pledge, security interest and lien on any membership or similar ownership interest. Each Debtor hereby (x) authorizes the Collateral 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 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. The Debtor agrees that, (a) except with the written consent of the Agent, it will not permit any domestic Subsidiary to issue to Debtor or any of 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 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 Debtor shall, without further action by Debtor or the Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent following the issuance thereof (and in any event within five (5) Business Days following such request) deliver to the Agent (i) an amendment, duly executed by the 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 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 Agent, for the benefit of the LendersBanks, 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. The Debtor hereby (x) authorizes the 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 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 Agent, 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 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 Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent following the issuance thereof (and in any event within five (5) Business Days following such request) deliver to the 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 Agent, for the benefit of the LendersBanks, 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 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 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 AgentLenders, it will not permit any 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 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 Agent Lenders 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 AgentLenders, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Agent either Lender following the issuance thereof (and in any event within five (5) Business Days business days following such request) deliver to the Agent 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 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 Agent, for the benefit of the Lenders, 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 Agent Lenders 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 Agent 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, 3.4, 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 Collateral Agent, it will not permit any domestic Significant Domestic Subsidiary to issue to Debtor it or any of Debtor’s its 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 Collateral 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 Collateral Agent, be automatically encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request of the Collateral Agent following the issuance thereof (and in any event within five (5) three Business Days following 18 <PAGE> such request) deliver to the Collateral Agent (i) an amendment, duly executed by 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 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 Collateral Agent, for the benefit of the LendersBenefited Parties, 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, and the acknowledgment of any issuer necessary or appropriate to perfect such pledge, security interest and lien on any membership or similar ownership interest. Each Debtor hereby (x) authorizes the Collateral 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 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.. SECTION 4.16