Common use of Additional Pledged Interests Clause in Contracts

Additional Pledged Interests. (a) At all times, during the Term of this Agreement, in the event that the Debtor receives or 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.

Additional Pledged Interests. (a) At all times, times during the Term of this Agreement, in the event that the any Debtor receives shall receive or becomes become entitled to receive any additional Equity Interests of any Person consisting of (i) any Equity Interests in any Subsidiaries of the 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.

Additional Pledged Interests. (a) At all timesIn the event that, during the Term term of this Agreement, in the event that the Debtor receives any Pledgor shall receive or becomes become entitled to receive any additional Equity Additional Pledged Interests of (including, without limitation, any Person consisting of (i) any Equity Additional Pledged Interests in any Subsidiaries of the Debtor formed or acquired after the date hereof, and/or Equity 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. In case any distribution of any common stock, preferred stock, general partner interests, limited partner interests, limited liability company interests, member interests or other 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 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 upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the equity interests of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered promptly by each applicable Pledgor to the 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 any Pledgor shall, until paid or delivered to the Administrative Agent, be held by the Company in trust for the benefit of the Administrative Agent segregated from such Pledgor’s other property, and such Pledgor shall deliver it forthwith to the Administrative Agent in the exact form received, with any necessary UCC financing statements or any necessary endorsement or appropriate stock or other powers or assignments duly executed in blank.

Additional Pledged Interests. (a) At all times, during During the Term of this Agreement, in the event that the Debtor receives shall receive or becomes become 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. 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.