Common use of Additional Pledged Securities Clause in Contracts

Additional Pledged Securities. (a) In case, upon the redemption of the Pledged Securities or the dissolution or liquidation (in whole or in part) of the issuer of the Pledged Securities, any sum shall be paid in redemption of the Pledged Securities, or as a liquidating distribution or dividend or otherwise, such sum shall be paid over to Lender, to be held by Lender as additional Pledged Securities hereunder or as otherwise applied by Lender as provided in Section 5(c) below. (b) If any stock dividend shall be declared on any of the Pledged Securities, or any shares of stock shall otherwise be issued relating to any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any shares, warrants, rights, obligations or other property shall be distributed upon or with respect to the Pledged Securities pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or pursuant to the merger or consolidation of such issuer with or into another corporation, the shares, warrants, obligations, rights or other property so distributed shall be delivered to Lender with such stock powers, assignments and endorsements as Lender may request, to be held by it as additional Pledged Securities hereunder, and all of the same shall constitute Pledged Securities for all purposes hereof. (c) Any cash received and retained by Lender as additional Pledged Securities pursuant to Sections 5(a) or (b) above shall be applied (in whole or in part) by Lender to the payment of the outstanding balance of interest on and/or principal of the Obligations in such order as Lender shall in its sole discretion determine.

Additional Pledged Securities. (ai) In caseAs long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Grantors in accordance with Section 7(a) hereof, upon (x) each Grantor shall have the redemption right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Security Agreement, the Revolving Credit Agreement or any other Loan Document, and (y) each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Securities and Pledged Indebtedness to the extent not in violation of the Revolving Credit Agreement; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Security Agreement. (ii) Each Grantor covenants and agrees that: (A) Such Grantor will, upon obtaining ownership of any additional Capital Stock that constitutes Pledged Securities or promissory notes or instruments with an outstanding principal amount in excess of $100,000, which Capital Stock, notes or instruments are not already Collateral, promptly (and in any event within sixty (60) days) deliver to Collateral Agent a Pledge Amendment, duly executed by such Grantor, in substantially the form of Exhibit C hereto (a “Pledge Amendment”) in respect of any such additional Capital Stock, notes or instruments, pursuant to which such Grantor shall pledge to Collateral Agent all of such additional stock, notes and instruments. Such Grantor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities and Pledged Indebtedness listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Collateral; and (B) If following a change in the relevant sections of the NY UCC or the dissolution regulations, rules, rulings, notices or liquidation other official pronouncements issued or promulgated thereunder, the Collateral Agent concludes in its reasonable discretion that with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to this Security Agreement that a pledge of additional (in whole the case of a direct Foreign Subsidiary) or all (in partthe case of any indirect Foreign Subsidiary) of the issuer total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would not cause any undistributed earnings of a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to a Foreign Subsidiary’s United States parent for United States Federal income tax purposes and would not cause any other adverse tax consequences to any Grantor, then that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to this Security Agreement shall be pledged upon entering into all necessary documents with Collateral Agent pursuant to this Security Agreement (or another pledge agreement in substantially similar form, if needed) to the extent that entering into such agreement is permitted by the laws of the Pledged Securitiesrespective foreign jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 5(f)(ii) shall not exceed the amount of such stock that can be pledged without causing any sum such undistributed earnings of a Foreign Subsidiary to be treated as a deemed dividend or causing any other adverse tax consequences to any Grantor; provided, further that if the Company disagrees with the determination of the Collateral Agent, the Company shall have sixty (60) days to provide the Collateral Agent with an opinion of counsel reasonably satisfactory to the Collateral Agent that concludes that such pledge would cause adverse United States Federal income tax consequences, in which case, such additional pledge shall not be required. All reasonable out-of-pocket expenses incurred by Collateral Agent to obtain such an opinion shall be paid in redemption of by the Pledged Securities, or as a liquidating distribution or dividend or otherwise, such sum shall be paid over to Lender, to be held by Lender as additional Pledged Securities hereunder or as otherwise applied by Lender as provided in Section 5(c) belowCompany. (b) If any stock dividend shall be declared on any of the Pledged Securities, or any shares of stock shall otherwise be issued relating to any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any shares, warrants, rights, obligations or other property shall be distributed upon or with respect to the Pledged Securities pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or pursuant to the merger or consolidation of such issuer with or into another corporation, the shares, warrants, obligations, rights or other property so distributed shall be delivered to Lender with such stock powers, assignments and endorsements as Lender may request, to be held by it as additional Pledged Securities hereunder, and all of the same shall constitute Pledged Securities for all purposes hereof. (c) Any cash received and retained by Lender as additional Pledged Securities pursuant to Sections 5(a) or (b) above shall be applied (in whole or in part) by Lender to the payment of the outstanding balance of interest on and/or principal of the Obligations in such order as Lender shall in its sole discretion determine.

Additional Pledged Securities. (ai) In caseAs long as no Event of Default shall have occurred and be continuing and until written notice shall be given to Grantors in accordance with Section 7(a) hereof, upon (x) each Grantor shall have the redemption right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Security Agreement or any other Security Document and (y) each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Securities and Pledged Indebtedness to the extent not in violation of the Indenture; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Security Agreement. (ii) Each Grantor covenants and agrees that: (A) Such Grantor will, upon obtaining ownership of any additional Capital Stock that constitutes Pledged Securities or promissory notes or instruments with an outstanding principal amount in excess of $200,000, which Capital Stock, notes or instruments are not already Collateral, promptly (and in any event within sixty (60) days) deliver to Collateral Agent a Pledge Amendment, duly executed by such Grantor, in substantially the form of Exhibit C hereto (a “Pledge Amendment”) in respect of any such additional Capital Stock, notes or instruments, pursuant to which such Grantor shall pledge to Collateral Agent all of such additional stock, notes and instruments. Such Grantor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities and Pledged Indebtedness listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Collateral; and (B) If following a change in the relevant sections of the NY UCC or the dissolution regulations, rules, rulings, notices or liquidation other official pronouncements issued or promulgated thereunder, the Collateral Agent concludes in its reasonable discretion that with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to this Security Agreement that a pledge of additional (in whole the case of a direct Foreign Subsidiary) or all (in partthe case of any indirect Foreign Subsidiary) of the issuer total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would not cause any undistributed earnings of a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to a Foreign Subsidiary’s United States parent for United States Federal income tax purposes and would not cause any other adverse tax consequences to any Grantor, then that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to this Security Agreement shall be pledged upon entering into all necessary documents with Collateral Agent pursuant to this Security Agreement (or another pledge agreement in substantially similar form, if needed) to the extent that entering into such agreement is permitted by the laws of the Pledged Securitiesrespective foreign jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 5(f)(ii) shall not exceed the amount of such stock that can be pledged without causing any sum such undistributed earnings of a Foreign Subsidiary to be treated as a deemed dividend or causing any other adverse tax consequences to any Grantor; provided, further, that if the Company disagrees with the determination of the Collateral Agent, the Company shall have sixty (60) days to provide the Collateral Agent with an opinion of counsel reasonably satisfactory to the Collateral Agent that concludes that such pledge would cause adverse United States Federal income tax consequences, in which case, such additional pledge shall not be required. All reasonable out-of-pocket expenses incurred by Collateral Agent to obtain such an opinion shall be paid in redemption of by the Pledged Securities, or as a liquidating distribution or dividend or otherwise, such sum shall be paid over to Lender, to be held by Lender as additional Pledged Securities hereunder or as otherwise applied by Lender as provided in Section 5(c) belowCompany. (b) If any stock dividend shall be declared on any of the Pledged Securities, or any shares of stock shall otherwise be issued relating to any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any shares, warrants, rights, obligations or other property shall be distributed upon or with respect to the Pledged Securities pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or pursuant to the merger or consolidation of such issuer with or into another corporation, the shares, warrants, obligations, rights or other property so distributed shall be delivered to Lender with such stock powers, assignments and endorsements as Lender may request, to be held by it as additional Pledged Securities hereunder, and all of the same shall constitute Pledged Securities for all purposes hereof. (c) Any cash received and retained by Lender as additional Pledged Securities pursuant to Sections 5(a) or (b) above shall be applied (in whole or in part) by Lender to the payment of the outstanding balance of interest on and/or principal of the Obligations in such order as Lender shall in its sole discretion determine.

Additional Pledged Securities. (ai) In caseAs long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Grantors in accordance with Section 7(a) hereof, upon (x) each Grantor shall have the redemption right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Security Agreement, the Term Loan Agreement or any other Loan Document, and (y) each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Securities and Pledged Indebtedness to the extent not in violation of the Term Loan Agreement; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Security Agreement. (ii) Each Grantor covenants and agrees that: (A) Such Grantor will, upon obtaining ownership of any additional Capital Stock that constitutes Pledged Securities or promissory notes or instruments with an outstanding principal amount in excess of $100,000, which Capital Stock, notes or instruments are not already Collateral, promptly (and in any event within sixty (60) days) deliver to Collateral Agent a Pledge Amendment, duly executed by such Grantor, in substantially the form of Exhibit C hereto (a “Pledge Amendment”) in respect of any such additional Capital Stock, notes or instruments, pursuant to which such Grantor shall pledge to Collateral Agent all of such additional stock, notes and instruments. Such Grantor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities and Pledged Indebtedness listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Collateral; and (B) If following a change in the relevant sections of the NY UCC or the dissolution regulations, rules, rulings, notices or liquidation other official pronouncements issued or promulgated thereunder, the Collateral Agent concludes in its reasonable discretion that with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to this Security Agreement that a pledge of additional (in whole the case of a direct Foreign Subsidiary) or all (in partthe case of any indirect Foreign Subsidiary) of the issuer total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would not cause any undistributed earnings of a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to a Foreign Subsidiary’s United States parent for United States Federal income tax purposes and would not cause any other adverse tax consequences to any Grantor, then that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to this Security Agreement shall be pledged upon entering into all necessary documents with Collateral Agent pursuant to this Security Agreement (or another pledge agreement in substantially similar form, if needed) to the extent that entering into such agreement is permitted by the laws of the Pledged Securitiesrespective foreign jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 5(f)(ii) shall not exceed the amount of such stock that can be pledged without causing any sum such undistributed earnings of a Foreign Subsidiary to be treated as a deemed dividend or causing any other adverse tax consequences to any Grantor; provided, further that if the Company disagrees with the determination of the Collateral Agent, the Company shall have sixty (60) days to provide the Collateral Agent with an opinion of counsel reasonably satisfactory to the Collateral Agent that concludes that such pledge would cause adverse United States Federal income tax consequences, in which case, such additional pledge shall not be required. All reasonable out-of-pocket expenses incurred by Collateral Agent to obtain such an opinion shall be paid in redemption of by the Pledged Securities, or as a liquidating distribution or dividend or otherwise, such sum shall be paid over to Lender, to be held by Lender as additional Pledged Securities hereunder or as otherwise applied by Lender as provided in Section 5(c) belowCompany. (b) If any stock dividend shall be declared on any of the Pledged Securities, or any shares of stock shall otherwise be issued relating to any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any shares, warrants, rights, obligations or other property shall be distributed upon or with respect to the Pledged Securities pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or pursuant to the merger or consolidation of such issuer with or into another corporation, the shares, warrants, obligations, rights or other property so distributed shall be delivered to Lender with such stock powers, assignments and endorsements as Lender may request, to be held by it as additional Pledged Securities hereunder, and all of the same shall constitute Pledged Securities for all purposes hereof. (c) Any cash received and retained by Lender as additional Pledged Securities pursuant to Sections 5(a) or (b) above shall be applied (in whole or in part) by Lender to the payment of the outstanding balance of interest on and/or principal of the Obligations in such order as Lender shall in its sole discretion determine.