Common use of Ownership; After-Acquired Equity Interests Clause in Contracts

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by the Indenture, Pledgor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If Pledgor shall, at any time and from time to time, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 and, subject to the Intercreditor Agreement, Pledgor will forthwith pledge and, subject to Section 8.16 hereof, deposit the same with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank, together with such other certificates and instruments as the Collateral Agent may, but is not required to, reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof. Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, provided that the failure of Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Agent hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by under Section 6.03(c) of the IndentureCredit Agreement or in connection with any Restructuring Event, each Pledgor will cause the Equity Interests pledged by it hereunder (including without limitation, all Equity Interests constituting Deferred Interests which would become Collateral if a Deferred Interests Triggering Event were to occur) to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Pledgor thereof, such that the issuer thereof shall be a wholly owned subsidiary of such Pledgor, provided that (i) in no event shall the Parent cease to own, directly or indirectly through one or more Guarantor Pledgors, 100% of the Equity Interests in Enrichment and (ii) if, after giving effect to any transaction permitted by Sections 6.03(c) of the Credit Agreement or in connection with any Restructuring Event, any Equity Interests of any issuer pledged hereunder are held by any Subsidiary which is not a Pledgor, the Parent shall cause such Subsidiary to execute and deliver a Pledgor Guarantee and a Pledgor Addendum pursuant to which such Subsidiary shall become a Pledgor hereunder and grant a first priority Lien in favor of the Agent on the Collateral of such Subsidiary, including without limitation, all such Equity Interests (subject, in the case of any Equity Interests constituting Deferred Interests, to Section 2.3). Unless the Collateral Agent shall have given its prior written consent, no Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than such Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If any Pledgor shall, at any time and from time to timetime (or, in the case of any Equity Interests constituting Deferred Interests, if any Pledgor shall, at any time and from time to time from and after the occurrence of a Deferred Interests Triggering Event), acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”” (including, without limitation, pursuant to any transaction permitted by Section 6.03(c) of the Credit Agreement or in connection with any Restructuring Event), the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 andor, subject in the case of Equity Interests constituting Deferred Interests, pursuant to the Intercreditor AgreementSection 2.3, and such Pledgor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Agent, together with such other certificates and instruments as the Collateral Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof. Each Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, provided that the failure of any Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Agent hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by the Indenture, Pledgor Each Grantor will cause the Equity Interests pledged by it or required to be pledged hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Grantor thereof, such that and unless the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent Secured Party shall have given its prior written consent, Pledgor no Grantor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgorany Grantor, or cause, permit or consent to the admission of any other person other than another Grantor as a stockholder, partner or member of any such issuer. (b) If Pledgor any Grantor shall, at any time and from time to timetime after the Closing Date, acquire any additional capital stock or other Equity Interests in any person Person of the types described in the definition of the term “Equity Interests”, ,” the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent Secured Party on its own behalf and on behalf of the Lenders and the MHR Funds pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent Secured Party (or its agent or bailee) and deliver to the Collateral Agent Secured Party (or its agent or bailee) any certificates or instruments therefor, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Secured Party, together with such other certificates and instruments as the Collateral Agent may, but is not required to, Secured Party (or its agent or bailee) may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent Secured Party (or its agent or bailee) a fully completed and duly executed amendment to this Agreement in the form of Exhibit A J (each, a “Pledge Amendment”) in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Agent Secured Party to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any Pledge Amendment amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent Secured Party, the Lenders or the MHR Funds in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent Secured Party, the other Lenders or the MHR Funds hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor Grantor will promptly notify the Collateral Agent in writing Secured Party thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the ParentGrantor) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent Secured Party to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent Secured Party therein.

Ownership; After-Acquired Equity Interests. (a) Except as to the extent otherwise expressly permitted by or pursuant to the IndentureCredit Agreement, each Pledgor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital capitals stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Pledgor thereof, such that the issuer thereof shall be a wholly owned subsidiary of such Pledgor. Unless , and unless the Collateral Agent Lender shall have given its prior written consent, no Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than such Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If any Pledgor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”, "EQUITY INTERESTS," the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent Lender pursuant to Section 2.1 andSECTION 2.1, subject to the Intercreditor Agreement, and such Pledgor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent Lender and deliver to the Collateral Agent Lender any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Lender, together with such other certificates and instruments as the Collateral Agent may, but is not required to, Lender may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent Lender a fully completed and duly executed amendment to this Agreement in the form of Exhibit EXHIBIT A (each, a “Pledge Amendment”"PLEDGE AMENDMENT") in respect thereof. Each Pledgor hereby authorizes the Collateral Agent Lender to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, provided ; PROVIDED that the failure of any Pledgor to execute and deliver any Pledge Amendment amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent Lender in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent Lender hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” "UNCERTIFICATED SECURITIES" within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing Lender thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the ParentBorrowers) use its best efforts to cause the issuer to take, all actions required under Articles ARTICLES 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent Lender to acquire “control” "CONTROL" of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent Lender to perfect the security interest of the Collateral Agent Lender therein.

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by the Indenture, Pledgor Each Grantor will cause the Equity Interests pledged by it or required to be pledged hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by Grantor thereof, such that and unless the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent Secured Party shall have given its prior written consent, Pledgor no Grantor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgorany Grantor, or cause, permit or consent to the admission of any other person other than another Grantor as a stockholder, partner or member of any such issuer. (b) If Pledgor any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person Person of the types described in the definition of the term “"Equity Interests”, ," the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent Secured Party on its own behalf and on behalf of the Lenders pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent Secured Party (or its agent or bailee) and deliver to the Collateral Agent Secured Party (or its agent or bailee) any certificates or instruments therefor, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Secured Party, together with such other certificates and instruments as the Collateral Agent may, but is not required to, Secured Party (or its agent or bailee) may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent Secured Party (or its agent or bailee) a fully completed and duly executed amendment to this Agreement in the form of Exhibit A J (each, a “"Pledge Amendment”") in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Agent Secured Party to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any Pledge Amendment amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent Secured Party or the Lenders in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent Secured Party or other Lenders hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “"uncertificated securities” " within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor Grantor will promptly notify the Collateral Agent in writing Secured Party thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the ParentGrantor) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent Secured Party to acquire “"control” " (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent Secured Party therein.

Ownership; After-Acquired Equity Interests. (aA) Except as otherwise permitted by the Indentureprovided in Section 2.3, Pledgor each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, issuer held by such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuerGrantor. (bB) If Pledgor Subject to Section 2.3, if any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”person, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent CoBank pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with CoBank (or deposit the Collateral Agent same in a Securities Account subject to a control agreement pursuant to Section 4.15) and deliver to the Collateral Agent CoBank any certificates or instruments thereforevidencing the same, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to CoBank, together with such other certificates and instruments as the Collateral Agent may, but is not required to, CoBank may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter Promptly deliver to the Collateral Agent CoBank an amended Annex A, a fully completed and duly executed amendment to this Agreement or a joinder to this Agreement and the Continuing Guaranty, as applicable (in the each case, in form of Exhibit A (eachand substance acceptable to CoBank in its sole discretion), a “Pledge Amendment”) in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Agent CoBank to attach each such Pledge Amendment amendment or joinder agreement to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment such amendment or joinder agreement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any Pledge Amendment such amendment or joinder agreement with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent CoBank in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Agent CoBank hereunder with respect thereto.. Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc. Loan No. RX0583 (cC) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are constitutes “uncertificated securities” within the meaning of the Uniform Commercial Code or are is otherwise not evidenced by any certificate or instrumentInstrument, each applicable Pledgor Grantor will promptly Promptly notify the Collateral Agent in writing CoBank thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person Person other than Grantor or a direct or indirect subsidiary Subsidiary of the Parenta Grantor) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable lawLaw, to enable the Collateral Agent CoBank to acquire “control” of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent CoBank to perfect the security interest of the Collateral Agent CoBank therein.

Ownership; After-Acquired Equity Interests. (aA) Except as otherwise permitted by the Indentureprovided in Section 2.3, Pledgor each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, issuer held by such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuerGrantor. (bB) If Pledgor Subject to Section 2.3, if any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”Person, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Administrative Agent pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Administrative Agent (or deposit the same in a Securities Account subject to a control agreement pursuant to Section 4.16) and deliver to the Collateral Administrative Agent any certificates or instruments thereforevidencing the same, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to the Administrative Agent, together with such other certificates and instruments as the Collateral Administrative Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter (and not later than with the Borrower’s next submission of a Compliance Certificate) deliver to the Collateral Administrative Agent an amended Annex A, a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) or a Guarantor Joinder, as applicable (in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion), in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Administrative Agent to attach each such annex, Pledge Amendment to this Agreement, or Guarantor Joinder and agrees that all such Collateral listed on any such annex, Pledge Amendment or Guarantor Joinder shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any such annex, Pledge Amendment or Guarantor Joinder with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Administrative Agent hereunder with respect thereto. (cC) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are constitute “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrumentInstrument, each applicable Pledgor Grantor will promptly notify the Collateral Administrative Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person Person other than Grantor or a direct or indirect subsidiary Subsidiary of the Parenta Grantor) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable lawLaw, to enable the Collateral Administrative Agent to acquire “control” of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Administrative Agent to perfect the security interest of the Collateral Administrative Agent therein. (D) Pursuant to Section 6.11 of the Amended and Restated Credit Agreement, CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on the CoBank Equities, but such CoBank Equities shall not constitute security for the Secured Obligations due to any Secured Party other than CoBank.

Ownership; After-Acquired Equity Interests. (a) Except as to the extent otherwise expressly permitted by or pursuant to the IndentureCredit Agreement, each Pledgor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Pledgor thereof, such that the issuer thereof shall be a wholly owned subsidiary of such Pledgor. Unless , and unless the Collateral Agent shall have given its prior written consent, no Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than such Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If any Pledgor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person Person of the types described in the definition of the term “Equity Interests”, ,” the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, and such Pledgor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to the Collateral Agent, together with such other certificates and instruments as the Collateral Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof. Each Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of any Pledgor to execute and deliver any Pledge Amendment amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary Subsidiary of the Parentany Great Lakes) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Ownership; After-Acquired Equity Interests. (aA) Except as otherwise permitted by the Indentureprovided in Section 2.3, Pledgor each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% all of the capital stock or other Equity Interests in each subsidiary of Pledgor, issuer held by such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuerGrantor. (bB) If Pledgor shallSubject to Section 2.3, at if any time and from time to time, acquire Grantor acquires any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”Person, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Administrative Agent pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Administrative Agent (or deposit the same in a Securities Account subject to a control agreement pursuant to Section 4.15) and deliver to the Collateral Administrative Agent any certificates or instruments thereforevidencing the same, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to the Administrative Agent, together with such other certificates and instruments as the Collateral Administrative Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter consistent with the requirements of Sections 6.1 and 6.10 of the Credit Agreement deliver to the Collateral Administrative Agent notice of such additional Equity Interest, an amended Annex A including such Equity Interests, and a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) or a Guarantor Joinder, as applicable (in each case, in form and substance acceptable to the Administrative Agent in its sole discretion), in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Administrative Agent to attach each such annex, Pledge Amendment or Guarantor Joinder to this Agreement, and agrees that all such Collateral listed in any such notice or on any such annex, Pledge Amendment or Guarantor Joinder shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any such notice, annex, Pledge Amendment or Guarantor Joinder with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Administrative Agent hereunder with respect thereto. (cC) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are constitutes “uncertificated securities” within the meaning of the Uniform Commercial Code or are is otherwise not evidenced by any certificate or instrumentInstrument, each applicable Pledgor Grantor will promptly notify the Collateral Administrative Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person Person other than Grantor or a direct or indirect subsidiary Subsidiary of the Parenta Grantor) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable lawLaw, to enable the Collateral Administrative Agent to acquire “control” of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Administrative Agent to perfect the security interest of the Collateral Administrative Agent therein. (D) Pursuant to Section 6.11 of the Credit Agreement, CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on the CoBank Equities, but such CoBank Equities shall not constitute security for the Secured Obligations due to any Secured Party other than CoBank.

Ownership; After-Acquired Equity Interests. (aA) Except as otherwise permitted by the Indentureprovided in Section 2.3, Pledgor each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, issuer held by such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuerGrantor. (bB) If Pledgor Subject to Section 2.3, if any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”Person, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Administrative Agent pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Administrative Agent (or deposit the same in a Securities Account subject to a control agreement pursuant to Section 4.16) and deliver to the Collateral Administrative Agent any certificates or instruments thereforevidencing the same, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to the Administrative Agent, together with such other certificates and instruments as the Collateral Administrative Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter (and not later than with the Borrower’s next submission of a Compliance Certificate) deliver to the Collateral Administrative Agent an amended Annex A, a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) or a Guarantor Joinder, as applicable (in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion), in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Administrative Agent to attach each such annex, Pledge Amendment to this Agreement, or Guarantor Joinder and agrees that all such Collateral listed on any such annex, Pledge Amendment or Guarantor Joinder shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any such annex, Pledge Amendment or Guarantor Joinder with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Administrative Agent hereunder with respect thereto. (cC) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are constitute “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrumentInstrument, each applicable Pledgor Grantor will promptly notify the Collateral Administrative Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person Person other than Grantor or a direct or indirect subsidiary Subsidiary of the Parenta Grantor) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable lawLaw, to enable the Collateral Administrative Agent to acquire “control” of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Administrative Agent to perfect the security interest of the Collateral Administrative Agent therein. (D) Pursuant to Section 6.11 of the Credit Agreement, CoBank’s Pro Rata Share of the Loans and other Secured Obligations due to CoBank shall be secured by a statutory first lien on the CoBank Equities, but such CoBank Equities shall not constitute security for the Secured Obligations due to any Secured Party other than CoBank.

Ownership; After-Acquired Equity Interests. (aA) Except as otherwise permitted by the Indentureprovided in Section , Pledgor each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, issuer held by such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuerGrantor. (bB) If Pledgor Subject to Section , if any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”person, the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent CoBank pursuant to Section 2.1 and, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with CoBank (or deposit the Collateral Agent same in a Securities Account subject to a control agreement pursuant to Section ) and deliver to the Collateral Agent CoBank any certificates or instruments thereforevidencing the same, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance reasonably satisfactory to CoBank, together with such other certificates and instruments as the Collateral Agent may, but is not required to, CoBank may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter Promptly deliver to the Collateral Agent CoBank an amended Annex A, a fully completed and duly executed amendment to this Agreement or a joinder to this Agreement and the Continuing Guaranty, as applicable (in the each case, in form of Exhibit A (eachand substance acceptable to CoBank in its sole discretion), a “Pledge Amendment”) in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Agent CoBank to attach each such Pledge Amendment amendment or joinder agreement to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment such amendment or joinder agreement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any Pledge Amendment such amendment or joinder agreement with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent CoBank in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Agent CoBank hereunder with respect thereto. (cC) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are constitutes “uncertificated securities” within the meaning of the Uniform Commercial Code or are is otherwise not evidenced by any certificate or instrumentInstrument, each applicable Pledgor Grantor will promptly Promptly notify the Collateral Agent in writing CoBank thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person Person other than Grantor or a direct or indirect subsidiary Subsidiary of the Parenta Grantor) use its best commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable lawLaw, to enable the Collateral Agent CoBank to acquire “control” of such uncertificated securities (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent CoBank to perfect the security interest of the Collateral Agent CoBank therein.

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by the Indenture, Pledgor Each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Grantor thereof, such that the issuer thereof shall be a wholly owned subsidiary of Pledgor. Unless such Grantor, and unless the Collateral Agent Assignee shall have given its prior written consent, Pledgor no Grantor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than Pledgorsuch Grantor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If Pledgor any Grantor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “"Equity Interests”, ," the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent Assignee, for the benefit of the Lenders and the Purchaser pursuant to Section 2.1 and2, subject to the Intercreditor Agreement, Pledgor and such Grantor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent Assignee and deliver to the Collateral Agent Assignee any certificates or instruments therefor, together with the endorsement of Pledgor such Grantor (in the case of any promissory notes or other Instrumentsinstruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Assignee, together with such other certificates and instruments as the Collateral Agent may, but is not required to, Assignee may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent Assignee a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “"Pledge Amendment”") in respect thereof. Pledgor Each Grantor hereby authorizes the Collateral Agent Assignee to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of Pledgor any Grantor to execute and deliver any Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent Assignee, for the benefit of the Lender and the Purchaser, in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent Assignee, the Lender or the Purchaser hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Ownership; After-Acquired Equity Interests. (a) Except as otherwise permitted by under Section 6.03(c) of the IndentureCredit Agreement, each Pledgor will cause the Equity Interests pledged by it hereunder (including without limitation, all Equity Interests constituting Deferred Interests which would become Collateral if a Deferred Interests Triggering Event were to occur) to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Pledgor thereof, such that the issuer thereof shall be a wholly owned subsidiary of such Pledgor, provided that (i) in no event shall the Parent cease to own 100% of the Equity Interests in Enrichment and (ii) if, after giving effect to any transaction permitted by Sections 6.03(c) of the Credit Agreement, any Equity Interests of any issuer (other than Enrichment) pledged hereunder are held by any Subsidiary which is not a Pledgor, the Parent shall cause such Subsidiary to execute and deliver a Pledgor Guaranty and a Pledgor Addendum pursuant to which such Subsidiary shall become a Pledgor hereunder and grant a first priority Lien in favor of the Agent on the Collateral of such Subsidiary, including without limitation, all such Equity Interests. Unless the Collateral Agent shall have given its prior written consent, no Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than such Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If any Pledgor shall, at any time and from time to timetime (or, in the case of any Equity Interests constituting Deferred Interests, if any Pledgor shall, at any time and from time to time from and after the occurrence of a Deferred Interests Triggering Event), acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”” (including, without limitation, pursuant to any transaction permitted by Section 6.03(c) of the Credit Agreement), the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 andor, subject in the case of Equity Interests constituting Deferred Interests, pursuant to the Intercreditor AgreementSection 2.3, and such Pledgor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Agent, together with such other certificates and instruments as the Collateral Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof. Each Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, provided that the failure of any Pledgor to execute and deliver any Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise adversely affect the rights and remedies of the Collateral Agent hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Ownership; After-Acquired Equity Interests. (a) Except as to the extent otherwise expressly permitted by or pursuant to the IndentureCredit Agreement, each Pledgor will cause the Pledged Equity Interests pledged by it hereunder to constitute at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgorissuer held by such Pledgor thereof, such that the issuer thereof shall be a wholly owned subsidiary of such Pledgor. Unless , and unless the Collateral Agent shall have given its prior written consent, no Pledgor will not cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity Interests of any nature to any person other than such Pledgor, or cause, permit or consent to the admission of any other person as a stockholder, partner or member of any such issuer. (b) If Subject to the exception set forth in Section 2.1(vi) hereof, if any Pledgor shall, at any time and from time to timetime after the date hereof, acquire any additional capital stock or other Equity Interests in any person of the types described in the definition of the term “Equity Interests”, ,” the same shall be automatically deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 and2.1, subject to the Intercreditor Agreement, and such Pledgor will forthwith pledge and, subject to Section 8.16 hereof, and deposit the same with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blankblank and in form and substance satisfactory to the Agent, together with such other certificates and instruments as the Collateral Agent may, but is not required to, may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof. Each Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof, ; provided that the failure of any Pledgor to execute and deliver any Pledge Amendment amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise adversely adversely, affect the rights and remedies of the Collateral Agent hereunder with respect thereto. (c) Subject to the Intercreditor Agreement and Section 8.16 hereof, if If any Pledged Equity Interests (whether now owned or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a direct or indirect subsidiary of the ParentBorrower) use its best efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral Agent to perfect the security interest of the Collateral Agent therein.