Common use of Additional Pledged Interests Clause in Contracts

Additional Pledged Interests. (a) During the Term of this Agreement, in the event that the Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”), or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this Agreement. (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtor.

Additional Pledged Interests. (a) During At all times, during the Term of this Agreement, in the event that the Debtor shall receive receives or become becomes entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests in any Subsidiaries of the Debtor formed or acquired after the date hereof, and/or Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”), or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this Agreement. (b) During At all times during the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtor.

Additional Pledged Interests. (a) During At all times during the Term of this Agreement, in the event that the any Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests in any Subsidiaries of such Debtor formed or acquired after the date hereof, and/or Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”), or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the such Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of such Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the such Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this Agreement. (b) During At all times during the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the any Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the such Debtor’s receipt thereof) by the such Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the any Debtor shall, until paid or delivered to Secured Party, be held by the such Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the such Debtor’s other property, and such Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the such Debtor.

Additional Pledged Interests. In the event that, during the term of this Agreement, (a) During the Term of this Agreement, in the event that the Debtor any Pledgor shall receive or become entitled to receive any additional Equity Additional Pledged Interests of (including, without limitation, any Person consisting of (i) any Equity Additional Pledged Interests received through representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization reorganization), or any promissory note or other instrument by virtue of such Debtor Pledgor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”)Collateral, or any other assets (ii) any promissory noteincluding, instrumentwithout limitation, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor each Pledgor agrees to deliver promptly, or authorize, as applicable promptly (and in any event within two five (25) Business Days of Debtor’s such Pledgor's receipt thereof) undertake the following actions: (i) to deliver to the Administrative Agent, as bailee for the Trustee under the Intercreditor Agreement, or, if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), to Secured Party at the address specified in Section 3 the following: (1) with respect to Trustee, any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by such Pledgor, (ii) with respect to any such Additional Pledged Interests or other Pledged Collateral which is not represented by a certificate or other instrument, to file Uniform Commercial Code financing statements to the Debtor; extent required in order to perfect the Lien of the Trustee in such Additional Pledged Interests and other Pledged Collateral granted hereunder and (2iii) in the case of both clause (i) and clause (ii) to deliver to the Trustee a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A Annex 1 hereto (a “"Pledge and Security Agreement Addendum”") identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor Pledgor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party the Administrative Agent or the Trustee, as the case may be, pursuant to the terms of this Agreement., and (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two five (5) Business Days of the Debtor’s applicable Pledgor's receipt thereof) by each applicable Pledgor to (i) the Debtor to Secured Party Administrative Agent, as bailee of the Trustee on behalf of the Noteholders under the provisions of the Intercreditor Agreement, or (ii) if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), the Trustee, to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor any Pledgor shall, until paid or delivered to Secured Partythe Administrative Agent or the Trustee, as the case may be, be held by the Debtor Pledgors in trust for the benefit of Secured Party on behalf of the Lenders, Trustee segregated from the Debtor’s such Pledgor's other property, and Debtor such Pledgor shall deliver it forthwith such money or property promptly to Secured Party the Administrative Agent or the Trustee, as the case may be, in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtorsuch Pledgor.

Additional Pledged Interests. In the event that, during the term of this Agreement, (a) During the Term of this Agreement, in the event that the Debtor any Pledgor shall receive or become entitled to receive any additional Equity Additional Pledged Interests of (including, without limitation, any Person consisting of (i) any Equity Additional Pledged Interests received through representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization reorganization), or any promissory note or other instrument by virtue of such Debtor Pledgor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”)Collateral, or any other assets (ii) any promissory noteincluding, instrumentwithout limitation, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor each Pledgor agrees to deliver promptly, or authorize, as applicable promptly (and in any event within two five (25) Business Days of Debtorsuch Pledgor’s receipt thereof) undertake the following actions: (i) to deliver to the Administrative Agent, as bailee for the Trustee under the Intercreditor Agreement, or, if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), to Secured Party at the address specified in Section 3 the following: (1) with respect to Trustee, any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by such Pledgor, (ii) with respect to any such Additional Pledged Interests or other Pledged Collateral which is not represented by a certificate or other instrument, to file Uniform Commercial Code financing statements to the Debtor; extent required in order to perfect the Lien of the Trustee in such Additional Pledged Interests and other Pledged Collateral granted hereunder and (2iii) in the case of both clause (i) and clause (ii) to deliver to the Trustee a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A Annex 1 hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor Pledgor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party the Administrative Agent or the Trustee, as the case may be, pursuant to the terms of this Agreement., and (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two five (5) Business Days of the Debtorapplicable Pledgor’s receipt thereof) by each applicable Pledgor to (i) the Debtor to Secured Party Administrative Agent, as bailee of the Trustee on behalf of the Noteholders under the provisions of the Intercreditor Agreement, or (ii) if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), the Trustee, to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor any Pledgor shall, until paid or delivered to Secured Partythe Administrative Agent or the Trustee, as the case may be, be held by the Debtor Pledgors in trust for the benefit of Secured Party on behalf of the Lenders, Trustee segregated from the Debtorsuch Pledgor’s other property, and Debtor such Pledgor shall deliver it forthwith such money or property promptly to Secured Party the Administrative Agent or the Trustee, as the case may be, in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtorsuch Pledgor.

Additional Pledged Interests. In the event that, during the term of this Agreement: (a) During the Term of this Agreementany stock dividend, stock split, reclassification, readjustment or other change is declared or made in the event that the Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner capital structure of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”)Companies, or (ii) any promissory notenew Stock is issued by any of the Pledged Companies, instrumentall new, substituted, and additional shares, units, membership interests or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, securities issued in substitution for, or in exchange for respect of any of the Pledged Interests shall be issued to the Pledgor and shall be promptly delivered to the Agent, together with a duly executed Pledge Agreement Supplement in substantially the form of Annex 1 hereto (the "Pledge Agreement Supplement") identifying such additional Pledged Interests to be held by the Agent under the terms of this Agreement and with undated powers endorsed in blank by the Pledgor, and, to the extent such new Stock or otherwise) constituting Pledged Collateralother securities are not represented by certificates, such Uniform Commercial Code financing statements with respect thereto as shall be necessary to perfect the Debtor agrees security interest of the Agent therein or authorization given to deliver promptlythe Agent to prepare and file such Uniform Commercial Code financing statements, or authorize, as applicable (and in each case, such new, substituted, and additional shares, units and other securities shall, upon the issuance thereof, constitute additional Pledged Interests to be held by the Agent under the terms of this Agreement; and (b) any event within two (2) Business Days subscriptions, warrants or other rights or options shall be issued in connection with any of Debtor’s receipt thereof)the Pledged Interests, all new Stock or other securities acquired through such subscriptions, warrants, rights or options shall thereupon constitute Pledged Interests to be held by the Agent under the terms of this Agreement, and, to Secured Party at the address specified in Section 3 the following: (1) with respect to any extent such Additional Pledged Interests Stock or other Pledged Collateral securities are represented by a certificate or other instrument, or any such promissory note or other instrument receivedcertificates, such certificate, promissory note or other instrumentcertificates shall be promptly delivered to the Agent, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged InterestsPledgor, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendumand, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this Agreement. (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests extent such new Stock or other securities of any Personare not represented by certificates, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary such Uniform Commercial Code financing statements with respect thereto as shall be necessary to perfect the security interest of the Agent therein shall be promptly delivered to the Agent or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the DebtorPledgor shall authorize the Agent to prepare and file such Uniform Commercial Code financing statements.

Additional Pledged Interests. (a) During In the Term event that, during the term of this Agreement, in the event that the Debtor any Pledgor shall receive or become entitled to receive any additional Equity Additional Pledged Interests of (including, without limitation, any Person consisting of (i) any Equity Additional Pledged Interests received through representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization reorganization), or any promissory note or other instrument received by any Pledgor by virtue of such Debtor its having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”)Collateral, or any other assets (ii) any promissory noteincluding, instrumentwithout limitation, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor each Pledgor agrees to deliver promptly, or authorize, as applicable promptly (and in any event within two (25 Business Days) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 Administrative Agent the following: (1a) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by such Pledgor; (b) with respect to any such Additional Pledged Interests or other Pledged Collateral which is not represented by a certificate or other instrument, necessary and appropriate UCC financing statements to the Debtorextent required in order to perfect the Lien and security interest of the Administrative Agent in such Additional Pledged Interests and other Pledged Collateral granted hereunder; and (2c) in each case, a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A Annex 1 hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor Pledgor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party the Administrative Agent pursuant to the terms of this Agreement. (b) During the Term of this Agreement, in the event that . In case any distribution of any Equity Interests common stock, preferred stock, general partner interests, limited partner interests, limited liability company interests, member interests or other securities equity interests of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of or any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities equity interests of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of by each applicable Pledgor to the Debtor’s receipt thereof) by the Debtor to Secured Party Administrative Agent to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor any Pledgor shall, until paid or delivered to Secured Partythe Administrative Agent, be held by the Debtor Company in trust for the benefit of Secured Party on behalf of the Lenders, Administrative Agent segregated from the Debtorsuch Pledgor’s other property, and Debtor such Pledgor shall deliver it forthwith to Secured Party the Administrative Agent in the exact form received, together with the authorization to file any necessary Uniform Commercial Code UCC financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed executed in blank by the Debtorblank.

Additional Pledged Interests. In the event that, during the term of this Agreement, (a) During the Term of this Agreement, in the event that the Debtor any Pledgor shall receive or become entitled to receive any additional Equity Additional Pledged Interests of (including, without limitation, any Person consisting of (i) any Equity Additional Pledged Interests received through representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization reorganization), or any promissory note or other instrument by virtue of such Debtor Pledgor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”)Collateral, or any other assets (ii) any promissory noteincluding, instrumentwithout limitation, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor each Pledgor agrees to deliver promptly, or authorize, as applicable promptly (and in any event within two five (25) Business Days of Debtorsuch Pledgor’s receipt thereof) undertake the following actions: (i) to deliver to the Administrative Agent, as bailee for the Trustee under the Intercreditor Agreement, or, if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), to Secured Party at the address specified in Section 3 the following: (1) with respect to Trustee, any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by such Pledgor, (ii) with respect to any such Additional Pledged Interests or other Pledged Collateral which is not represented by a certificate or other instrument, to file UCC and PPSA financing statements and financing change statements to the Debtor; extent required in order to perfect the Lien of the Trustee in such Additional Pledged Interests and other Pledged Collateral granted hereunder and (2iii) in the case of both clause (i) and clause (ii) to deliver to the Trustee a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A Annex 1 hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor Pledgor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party the Administrative Agent or the Trustee, as the case may be, pursuant to the terms of this Agreement., and (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two five (5) Business Days of the Debtorapplicable Pledgor’s receipt thereof) by each applicable Pledgor to (i) the Debtor to Secured Party Administrative Agent, as bailee of the Trustee on behalf of the Noteholders under the provisions of the Intercreditor Agreement, or (ii) if following a Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement), the Trustee, to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor any Pledgor shall, until paid or delivered to Secured Partythe Administrative Agent or the Trustee, as the case may be, be held by the Debtor Pledgors in trust for the benefit of Secured Party on behalf of the Lenders, Trustee segregated from the Debtorsuch Pledgor’s other property, and Debtor such Pledgor shall deliver it forthwith such money or property promptly to Secured Party the Administrative Agent or the Trustee, as the case may be, in the exact form received, together with the authorization to file any necessary Uniform Commercial Code UCC or PPSA financing statements or financing change statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtorsuch Pledgor.

Additional Pledged Interests. (a) During the Term of this Agreement, in the event that the Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner of any of the Pledged Collateral (all of such additional Equity Interests, collectively, the “Additional Pledged Interests”), or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise) constituting Pledged Collateral, the Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this Agreement. Notwithstanding the above, any Equity Interests that are excepted under the Side Letter (as defined in the Loan Agreement) will not be subject to the provisions of this Section and will not be considered Additional Pledged Interests. (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtor.

Additional Pledged Interests. In the event that, during the term of this Pledge Agreement: (a) During the Term of this Agreementany stock dividend, stock split, reclassification, readjustment or other change is declared or made in the event that the Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner capital structure of any of the Pledged Collateral Companies, or any new Stock is issued by any of the Pledged Companies or any newly formed Subsidiary of Pledgor, all new, substituted, and additional shares, units or other securities issued in respect of any of the Pledged Interests shall be issued to the Pledgor and shall be promptly delivered to the Secured Party, together with undated powers endorsed in blank by the Pledgor, and, to the extent such new Stock or other securities are not represented by certificates, such Uniform Commercial Code financing statements with respect thereto as shall be necessary to perfect the security interest of the Secured Party therein, and, in the case any of any Stock of a newly formed Subsidiary of Pledgor with a duly executed Pledge Agreement Supplement in substantially the form of Annex 1 hereto (all of the "Pledge Agreement Supplement") identifying such additional Equity Pledged Interests to be held by the Secured Party under the terms of this Pledge Agreement. In each case, such new, substituted, and additional shares, units and other securities shall, upon the issuance thereof, constitute additional Pledged Interests to be held by the Secured Party under the terms of this Pledge Agreement, and any additional Subsidiary having issued any of the foregoing shall, for all purposes hereunder, be a Pledged Company; and (b) any subscriptions, warrants or other rights or options shall be issued in connection with any of the Pledged Interests, collectivelyall new Stock or other securities acquired through such subscriptions, warrants, rights or options shall thereupon constitute Pledged Interests to be held by the “Additional Secured Party under the terms of this Pledge Agreement, and, to the extent such Stock or other securities are represented by certificates, such certificates shall be promptly delivered to the Secured Party, together with undated powers endorsed in blank by the Pledgor; (c) any other dividend or distribution is made on account of the Collateral, Pledgor shall immediately deliver all such dividends or other distributions to Secured Party in the same form received and in the same manner as the Collateral pledged hereunder; provided, however, that so long as no Event of Default shall have occurred and be continuing or would result therefrom, Pledgor shall be entitled to receive and retain cash dividends (other than dividends and other distributions (i) in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Interests”)Company, or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution forredemption of, or in exchange for for, any of Collateral) to the Pledged Interests extent not otherwise prohibited or otherwise) constituting Pledged Collateral, restricted under the Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, Restructuring Agreement or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this AgreementNote Document. (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtor.

Additional Pledged Interests. In the event that, during the term of this Pledge Agreement: (a) During the Term of this Agreementany stock dividend, stock split, reclassification, readjustment or other change is declared or made in the event that the Debtor shall receive or become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests received through a dividend or a distribution in connection with any reclassification, increase or reduction of capital, merger, consolidation, sale of assets, combination or other reorganization by virtue of such Debtor having been an owner capital structure of any of the Pledged Collateral Companies, or any new Stock is issued by any of the Pledged Companies or any newly formed Subsidiary of Pledgor, all new, substituted, and additional shares, units or other securities issued in respect of any of the Pledged Interests shall be issued to the Pledgor and shall be promptly delivered to the Secured Party, together with undated powers endorsed in blank by the Pledgor, and, to the extent such new Stock or other securities are not represented by certificates, such Uniform Commercial Code financing statements with respect thereto as shall be necessary to perfect the security interest of the Secured Party therein. In each case, such new, substituted, and additional shares, units and other securities shall, upon the issuance thereof, constitute additional Pledged Interests to be held by the Secured Party under the terms of this Pledge Agreement; and (all b) any subscriptions, warrants or other rights or options shall be issued in connection with any of such additional Equity the Pledged Interests, collectivelyall new Stock or other securities acquired through such subscriptions, warrants, rights or options shall thereupon constitute Pledged Interests to be held by the “Additional Secured Party under the terms of this Pledge Agreement, and, to the extent such Stock or other securities are represented by certificates, such certificates shall be promptly delivered to the Secured Party, together with undated powers endorsed in blank by the Pledgor; (c) any other dividend or distribution is made on account of the Collateral, Pledgor shall immediately deliver all such dividends or other distributions to Secured Party in the same form received and in the same manner as the Collateral pledged hereunder; provided, however, that so long as no Event of Default shall have occurred and be continuing or would result therefrom, Pledgor shall be entitled to receive and retain cash dividends (other than dividends and other distributions (i) in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Interests”)Company, or (ii) any promissory note, instrument, or other asset (including any options, warrants, subscriptions or other rights, whether as an addition to, in substitution forredemption of, or in exchange for for, any of Collateral) to the Pledged Interests extent not otherwise prohibited or otherwise) constituting Pledged Collateral, restricted under the Debtor agrees to deliver promptly, or authorize, as applicable (and in any event within two (2) Business Days of Debtor’s receipt thereof), to Secured Party at the address specified in Section 3 the following: (1) with respect to any such Additional Pledged Interests or other Pledged Collateral represented by a certificate or other instrument, Restructuring Agreement or any such promissory note or other instrument received, such certificate, promissory note or other instrument, together with undated powers or assignment endorsed in blank by the Debtor; and (2) a duly executed Pledge and Security Agreement Addendum in substantially the form of Exhibit A hereto (a “Pledge and Security Agreement Addendum”) identifying the Additional Pledged Interests, promissory note or other instrument or other Pledged Collateral which are pledged by such Debtor pursuant to this Agreement. Upon the execution and delivery of any Pledge and Security Agreement Addendum, any Additional Pledged Interests, promissory note or other instrument and other Pledged Collateral identified thereon shall thereafter constitute Pledged Collateral to be held by Secured Party pursuant to the terms of this AgreementNote Document. (b) During the Term of this Agreement, in the event that any distribution of any Equity Interests or other securities of any Person, regardless of class or designation, or any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect to any of the foregoing, shall be made on or in respect of the Pledged Collateral or any property shall be distributed to the Debtor upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the Equity Interests or other securities of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly (and in any event within two Business Days of the Debtor’s receipt thereof) by the Debtor to Secured Party to be held by it as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Pledged Collateral which are received by the Debtor shall, until paid or delivered to Secured Party, be held by the Debtor in trust for the benefit of Secured Party on behalf of the Lenders, segregated from the Debtor’s other property, and Debtor shall deliver it forthwith to Secured Party in the exact form received, together with the authorization to file any necessary Uniform Commercial Code financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly endorsed in blank by the Debtor.