Common use of Additional Investments Clause in Contracts

Additional Investments. (a) The Pledgor will cause the Pledged Stock to constitute at all times 100% of the capital stock and other equity securities of each of its direct Subsidiaries then outstanding, and will not cause or permit any of its direct Subsidiaries to issue or sell any new shares of its capital stock or any warrants, options or rights to acquire its capital stock to any Person other than the Pledgor. (b) If the Pledgor shall, at any time and from time to time after the date hereof, acquire any additional Pledged Investments or certificates or instruments representing or evidencing the same, whether from Subsidiaries existing as of the date hereof or created or acquired hereafter, the Pledgor will forthwith pledge and deposit such Pledged Investments with the Agent and deliver to the Agent any certificates or instruments therefor, together with the endorsement of the Pledgor (in the case of Pledged Notes), undated stock powers (in the case of Pledged Stock) or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance satisfactory to the Agent, and will promptly thereafter deliver to the Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge Amendment") in respect of such additional Pledged Investments. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Pledged Investments listed on any Pledge Amendment shall for all purposes be deemed Pledged Investments hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Pledged Investments as required hereinabove shall not impair the security interest of the Agent in such Pledged Investments or otherwise adversely affect the rights and remedies of the Agent hereunder with respect thereto. (c) Notwithstanding anything to the contrary contained herein, if any Pledged Investments (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any stock certificate or similar certificate or instrument, the Pledgor will promptly notify the Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Agent therein.

Additional Investments. (a) Prior to the date of this Agreement, Gulfstream’s indirect corporate parent, Gulfstream International Group, Inc. (“GIG”), entered into (i) a senior debenture and related documents (as in effect on the date hereof, the “Senior Debt Documents”) pursuant to which Shelter Island Opportunity Fund, LLC (as in effect on the date hereof, the “Senior Lender”) loaned certain amounts to Gulfstream and (ii) a junior debenture and related documents (the “Subordinated Debt Documents”) pursuant to which Gulfstream Funding, LLC (the “Subordinated Lender”) loaned certain amounts to Gulfstream. The Pledgor will cause proceeds from the Pledged Stock indebtedness owing to constitute at all times 100% of the capital stock Senior Lender and other equity securities of each of its direct Subsidiaries then outstandingthe Subordinated Lender shall be fully available to Gulfstream, subject to the terms and will not cause or permit any of its direct Subsidiaries to issue or sell any new shares of its capital stock or any warrants, options or rights to acquire its capital stock to any Person other than limitations set forth in the Pledgor.Senior Debt Documents and the Subordinated Debt Documents.. (b) If Gulfstream agrees that it shall not amend the Pledgor shall, at any time and from time to time after Senior Debt Documents or the date hereof, acquire any additional Pledged Investments or certificates or instruments representing or evidencing the same, whether from Subsidiaries existing as of the date hereof or created or acquired hereafter, the Pledgor will forthwith pledge and deposit such Pledged Investments with the Agent and deliver Subordinated Debt Documents in a manner adverse to the Agent any certificates or instruments therefor, together with interests of RACC unless Gulfstream receives the endorsement prior written consent of the Pledgor (in the case of Pledged Notes), undated stock powers (in the case of Pledged Stock) or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance satisfactory RACC to the Agent, and will promptly thereafter deliver to the Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge Amendment") in respect of such additional Pledged Investments. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Pledged Investments listed on any Pledge Amendment shall for all purposes be deemed Pledged Investments hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Pledged Investments as required hereinabove shall not impair the security interest of the Agent in such Pledged Investments or otherwise adversely affect the rights and remedies of the Agent hereunder with respect theretoamendments. (c) Notwithstanding anything Gulfstream shall not make any principal or interest payments on account of the indebtedness owing to the contrary contained hereinSubordinated Lender until Gulfstream has paid in full all amounts owing to RACC (including, if without limitation, the Past Due Rental Payments). To the extent that the Subordinated Debt Documents provide for principal or interest payments that would otherwise contravene this Section 6.2(c), Gulfstream has provided RACC with written evidence that such payments shall be deferred until all existing indebtedness owing to RACC, as well as all other obligations then currently due to RACC, have been paid and satisfied in full. (d) Until all existing indebtedness owing to RACC, as well as all other obligations then currently due to RACC, have been paid and satisfied in full, Gulfstream shall not, without RACC’s prior written consent, make any Pledged Investments payment of or with respect to, prepay, redeem, defease, purchase, or otherwise acquire any indebtedness owing to any unsecured creditor of Gulfstream or any creditor of Gulfstream that is subordinate in right to RACC (whether now owned or hereafter acquiredincluding the Subordinated Lender). (e) are "uncertificated securities" within the meaning Gulfstream shall provide RACC with reasonable advance notice of the applicable Uniform Commercial Code proposed terms of any external capital funding of any type or are otherwise not evidenced by any stock certificate kind that Gulfstream proposes to enter into after the date of this Agreement. (f) On or similar certificate or instrumentprior to the Closing Date, the Pledgor Senior Lenders will promptly notify the Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 provide Gulfstream with a written release of the applicable Uniform Commercial Code, to perfect the any security interest of that it has or purports to have in the Agent thereinP&W Agreement and any funds associated therewith that are held by P&W, which are being collaterally assigned to RACC.

Additional Investments. (a) The Pledgor will cause Prior to the Pledged Closing, Parent shall offer to those TWI Accredited Investors listed on Schedule 2.2(a) the right to contribute to Parent all or any portion of the shares of TWI Common Stock set forth opposite such TWI Accredited Investor's name on Schedule 2.2(a) in exchange for shares of Parent Class A Common Stock pursuant to Section 2.1(a) hereof. Such offer shall be made pursuant to the offering materials prepared by Parent and shall be completed no later than three days prior to the Closing. Upon acceptance by Parent of a TWI Shareholder Instrument of Accession executed by any such TWI Accredited (a) setting forth the names of all TWI Shareholders and the number of shares of TWI Common Stock to constitute at all times 100% of the capital stock and other equity securities of be contributed by each of its direct Subsidiaries then outstandingthem, and will not cause or permit any each TWI Shareholder agrees that such amended Schedule 2.1 (a) shall be deemed to be Schedule 2.1(a) for all purposes of its direct Subsidiaries to issue or sell any new shares of its capital stock or any warrants, options or rights to acquire its capital stock to any Person other than the Pledgorthis Agreement. (b) If Prior to the Pledgor shallClosing, Parent shall offer to those "accredited investors" (as defined in Regulation D of the Securities Act of 1933, as amended) listed on Schedule 2.2(b) the right to purchase, for such accredited investor's own account, up to that number of shares of Parent Class A Common Stock as is equal to the number of shares of Parent Class A Common Stock that such accredited investor would have been able to receive if such accredited investor had exchanged the number of shares of TWI Common Stock set forth next to the name of such accredited investor on Schedule 2.2(b) for shares of Parent Class A Common Stock pursuant to Section 2.2(a) above. The purchase price for such shares of Parent Class A Common Stock shall be $1,000 per share, and shall be payable 80% in cash and 20% in the form of a promissory note of such accredited investor bearing interest at any time the lowest rate permitted under federal tax laws and due 10 years from time to time after the date hereof, acquire any additional Pledged Investments or certificates or instruments representing or evidencing the same, whether from Subsidiaries existing as of the date hereof or created or acquired hereafter, the Pledgor will forthwith pledge and deposit such Pledged Investments with the Agent and deliver issuance (subject to the Agent any certificates or instruments therefor, together with the endorsement of the Pledgor (acceleration in the case of Pledged Notescertain events of default), undated stock powers (. Each note shall be secured by a pledge of the shares of Parent Class A Common Stock being purchased and shall not be limited in recourse against such accredited investor. The closing of the case of Pledged Stock) or other necessary instruments of transfer or assignment, duly executed in blank purchase and in form and substance satisfactory to the Agent, and will promptly thereafter deliver to the Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge Amendment") in respect sale of such additional Pledged Investments. The Pledgor hereby authorizes shares of Parent Class A Common Stock shall take place contemporaneously with the Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Pledged Investments listed on any Pledge Amendment shall for all purposes be deemed Pledged Investments hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Pledged Investments as required hereinabove shall not impair the security interest of the Agent in such Pledged Investments or otherwise adversely affect the rights and remedies of the Agent hereunder with respect theretoClosing. (c) Notwithstanding anything Prior to the contrary contained hereinClosing, if any Pledged Investments the Investors shall have the right to increase the Investor Equity Commitment, and the number of shares of Parent Series A Preferred Stock to be issued to the Investors (whether now owned or hereafter acquiredat the Preferred Price Per Share), pursuant to Section 2.1(b) are "uncertificated securities" within the meaning by notice to Parent. Any such increase shall be made on a pro-rata basis among all of the Investors, unless otherwise agreed by the Investors. In addition, prior to the Closing, the FFL Group and the TA Group shall have the separate right to reallocate the percentage of the Investor Equity Commitment applicable Uniform Commercial Code to each of its members, provided that the total percentage of the Investor Equity Commitment for all of its members does not change (other than in connection with any adjustments described in the following provisions of this Section 2.2(c)). In addition, prior to the Closing, with the prior written consent of all of the Initial Investors, Parent may offer one or are otherwise not evidenced more "accredited investors" as defined in Regulation D of the Securities Act of 1933, as amended, acceptable to the Investors the right to contribute up to an aggregate of $10,000,000 in cash to Parent in exchange for shares of Parent Series A Preferred Stock at the Preferred Price Per Share pursuant to Section 2.1(b) hereof. Upon acceptance by Parent of an Investor Instrument of Accession executed by any stock certificate such offeree, such offeree shall become an Investor and a party to this Agreement and Schedule 2.1(a) shall be amended to include the name of such new Investor, such new Investor's percentage of the Investor Equity Commitment and the adjusted percentages of the Investor Equity Commitment for each of the other Investors (such adjustment to be made on a pro-rata basis among all of the other Investors or similar certificate or instrumentsuch other basis as is agreed to by such other Investors). At the Closing, Parent shall deliver to the TWI Shareholders, the Pledgor will promptly notify Class B Shareholders and the Agent thereof Investors an amended Schedule 2.1(b) setting forth the names of all Investors and will promptly take and cause the percentage of the Investor Equity Commitment to be taken contributed by each of them, and each Investor agrees that such amended Schedule 2.1(b) shall be deemed to be Schedule 2.1(b) for all actions required under applicable lawpurposes of this Agreement. Notwithstanding the foregoing provisions of this Section 2.2(c), including, as applicable, under Article 8 or 9 in no event may the aggregate Cash Consideration to be paid by any single Investor (other than TA IX L.P.) consist of the applicable Uniform Commercial Code, to perfect the security interest of the Agent thereinmore than $49,999,000.