Common use of Pledged Interests Clause in Contracts

Pledged Interests. If the Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive any certificate or shall receive any further membership interests in the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for, the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligations.

Pledged Interests. If As of the date hereof, the Pledged Interests required to be pledged hereunder by each Pledgor shallconsist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other equity interests (in the case of issuers other than corporations) as described beneath such Pledgor’s name in Annex C. All of the Pledged Interests have been duly and validly issued and are fully paid and nonassessable (or, in the case of partnership, limited liability company or similar Pledged Interests, not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights (or, if so subject, such rights have been waived), warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer. As to each issuer thereof, the Pledged Interests pledged hereunder constitute 100% of the outstanding capital stock of or other equity interests in such issuer unless such issuer is a CFC and the pledge of less than 100% of such interests is permitted hereunder. Each Pledgor has the right and requisite authority to pledge the Investment Related Property pledged by such Pledgor as a result provided herein; (i) all actions necessary to perfect and establish the first priority of, or otherwise protect, Agent’s Liens in the Investment Related Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement; (B) the taking of possession by Agent (or its ownership designee) of any certificates representing the Pledged Interests, become entitled to receive any certificate or shall receive any further membership interests in the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for, the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock powers (or equivalent power covering such certificate duly executed other documents of transfer acceptable to Agent) endorsed in blank by the applicable Pledgor; (C) the filing of financing statements in the applicable jurisdiction for such Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant of such Pledgor that are not represented by certificates; and (D) with respect to any Securities Accounts, the delivery of a control agreement with respect thereto; and (ii) each Pledgor has delivered to and deposited with Senior Lender all certificates representing the Pledged Interests owned by such Pledgor to the recapitalization extent such Pledged Interests are represented by certificates, and undated powers (or reclassification other documents of the capital of the Borrower or pursuant transfer acceptable to the reorganization thereof, the property so distributed shall be delivered Senior Lender) endorsed in blank with respect to the Lender to be held by it hereunder as additional collateral security for the Obligationssuch certificates. If any sums of money or property so paid or distributed in respect None of the Pledged Interests owned or held by such Pledgor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. As to all limited liability company or partnership interests, issued under any operating agreement or limited partnership agreement, each Pledgor hereby represents and warrants that the Pledged Interests issued pursuant to the recapitalization such agreement (A) are not dealt in or reclassification traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Pledgor in a Securities Account. In addition, none of the capital limited liability company or partnership agreements, or any other agreements governing any of the Borrower Pledged Interests comprised of limited liability company or pursuant to the reorganization thereof shall be received partnership interests, provide that such Pledged Interests are securities governed by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds Section 8 of the Pledgor, Uniform Commercial Code as additional collateral security for the Obligationsin effect in any relevant jurisdiction.

Pledged Interests. If the Pledgor shall, as a result of its ownership of The certificate or other instruments evidencing the Pledged Interests, become entitled to receive any certificate or shall receive any further membership interests in the Borrower (includingif any, without limitationand all other securities, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, warrants, options and the like whether newly issued or otherwise created in addition to, in substitution of, as a conversion of, or in exchange for, respect of the Pledged InterestsInterests by stock split, stock dividend, merger, consolidation conversion or otherwise in respect thereofotherwise, shall be delivered by the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the LenderPledgee as collateral hereunder, if required, together with an undated stock or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to shall be held by the Lender, subject to Pledgee under the terms hereofand conditions of, and subject to, this Agreement. The term “Pledged Interests” as additional collateral security for used herein shall be deemed to include all such new interests, securities, rights, warrants, options and the Obligationslike issued in respect of the shares of interests represented by the above-mentioned certificate. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower issuer thereof shall be paid over to the Lender Pledgee to be held by it hereunder as additional collateral security for the ObligationsLiabilities, and in case any distribution of capital interests shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the a recapitalization or reclassification of the capital interests of the Borrower or pursuant to issuer of the reorganization thereofPledged Interests, the property so distributed pursuant to such reorganization or reclassification shall be delivered to the Lender Pledgee to be held by it hereunder as additional collateral security for the ObligationsLiabilities. If any sums Upon the occurrence and during the continuance of money an Event of Default, the Pledgee shall be entitled to receive all cash dividends and other cash distributions (including liquidating distributions or property so paid or distributed in distributions upon dissolution of the issuer) made with respect of to the Pledged Interests pursuant to be applied by the Pledgee to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the ObligationsLiabilities.

Pledged Interests. If (a) At all times cause all of the Pledgor shallPledged Interests to be subject to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Loan Documents or, with respect to any such Pledged Interests acquired subsequent to the Closing Date, such other additional security documents as a result the Administrative Agent shall reasonably request; (b) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of its ownership such Person, favorable opinions of counsel to such Person (which shall cover the due organization of the applicable pledgor, the due authorization, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all reasonable out-of-pocket costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Pledged Interests, the protection of any of the Pledged Interests, become entitled to receive any certificate or shall receive any further membership its rights and interests in the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital therein or any certificate issued in connection with Loan Party’s underlying rights and interests therein or the enforcement of any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for, the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or its other rights with respect to the Pledged Interests pursuant Interests; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document and shall not apply to the recapitalization extent the applicable costs, expenses, losses, claims, fees or reclassification other amounts payable by the Administrative Agent are a result of the capital of the Borrower Administrative Agent’s gross negligence or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligationswillful misconduct.

Pledged Interests. If All of the Pledgor shallPledged Interests are, as a result of the date of execution of this Security Agreement or Security Joinder Agreement by each Grantor pledging such Pledged Interests (such date as applicable with respect to each Grantor, its ownership "Applicable Date"), and shall at all times thereafter be validly issued and outstanding, fully paid and non-assessable and constitute (a) with respect to Direct Foreign Subsidiaries, 65% of the Voting Securities (or if any Grantor shall own less than 65%, then all of the Voting Securities owned by them), and 100% of the other Equity Interests of each Direct Foreign Subsidiary, and (b) with respect to Domestic Subsidiaries, all of the Equity Interests of each Domestic Subsidiary, and are accurately described on SCHEDULE 11(F). (i) The Grantor is as at its Applicable Date and shall at all times thereafter (subject to Dispositions permitted under the Credit Agreement) be the sole registered and record and beneficial owner of the Pledged Interests, become entitled free and clear of all Liens, charges, equities, options, hypothecations, encumbrances and restrictions on pledge or transfer, including transfer of voting rights (other than the pledge hereunder, Permitted Liens and applicable restrictions pursuant to receive any certificate or shall receive any further membership interests in federal and state and applicable foreign securities and healthcare laws and the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationRestrictive Agreements), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for. Without limiting the foregoing, the Pledged InterestsInterests are not and will not be subject to any voting trust, shareholders agreement, right of first refusal, voting proxy, power of attorney or other similar arrangement (other than the rights hereunder in favor of the Administrative Agent and other than pursuant to the Restrictive Agreements). (ii) At no time shall any Pledged Interests (i) be held or maintained in the form of a security entitlement or credited to any securities account and (ii) which constitute a "security" under Article 8 of the UCC be maintained in the form of uncertificated securities. With respect to Pledged Interests that are "securities" under the UCC, or otherwise in respect thereofas to which the issuer has elected at any time to have such interests treated as "securities" under the UCC, such Pledged Interests are, and shall at all times be, represented by the Pledgor shall accept the same share certificates listed on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form receivedSCHEDULE 11(F) hereto, duly indorsed by such Pledgor to the Lenderwhich share certificates, if required, together with an undated stock or equivalent power covering such certificate powers duly executed in blank by the Pledgor Grantor, have been delivered to the Administrative Agent or are being delivered to the Administrative Agent simultaneously herewith or, in the case of Additional Interests as defined in SECTION 29, shall be delivered pursuant to SECTION 29. In addition, with respect to all Pledged Interests, including Pledged Interests that are not "securities" under the UCC, the Grantor has at its Applicable Date delivered to the Administrative Agent (or has previously delivered to the Administrative Agent or, in case of Additional Interests shall deliver pursuant to SECTION 29) UCC financing statements (or appropriate amendments thereto) duly authorized by the Grantor and withnaming the Administrative Agent for the benefit of the Secured Parties as "secured party," in form, if substance and number sufficient in the Lender so requestsreasonable opinion of the Administrative Agent to be filed in all UCC filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on such Pledged Interests, signature guaranteedtogether with all required filing fees. Without limiting the foregoing provisions of this SECTION 11(G), with respect to any Pledged Interests issued by any Direct Foreign Subsidiary, Grantor shall deliver or cause to be delivered, (i) in addition to or in substitution for all or any of the foregoing items, as the Administrative Agent may elect, such other instruments, certificates, agreements, notices, filings, and other documents, and take or cause to be taken such other action, as the Administrative Agent may determine to be necessary or advisable under the laws of the jurisdiction of formation of such Direct Foreign Subsidiary, to be held grant, perfect and protect as a first priority lien in such Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, and (ii) an opinion of counsel reasonably acceptable in form and substance to the Administrative Agent issued by a law firm reasonably acceptable to the Administrative Agent licensed to practice law in such foreign jurisdiction, addressing with respect to such Pledged Interests the matters reasonably requested by the LenderAdministrative Agent. (iii) The pledge, assignment and delivery of its Pledged Interests (along with undated stock powers executed in blank, financing statements and other agreements referred to in this SECTION 11(F)) to the Administrative Agent for the benefit of the Secured Parties pursuant to this Security Agreement (or any Security Joinder Agreement) creates or continues, as applicable, a valid and perfected first priority security interest in such Pledged Interests in favor of the Administrative Agent for the benefit of the Secured Parties, subject to Permitted Liens, securing the terms hereofpayment of the Secured Obligations, as additional collateral security for assuming, in the Obligations. Any sums paid upon or in respect case of the Pledged Interests upon which constitute certificated "securities" under the liquidation UCC, continuous and uninterrupted possession by or dissolution on behalf of the Borrower shall be paid over Administrative Agent. The Grantor will at its own cost and expense defend the Secured Parties' right, title and security interest in and to the Lender to be held by it hereunder as additional collateral security for Collateral against the Obligationsclaims and demands of all persons whomsoever, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligationsthan Permitted Liens.

Pledged Interests. If (A) The Grantor shall deliver to the Pledgor Secured Party all certificates or instruments, if any, evidencing the Pledged Interests, duly indorsed in blank pursuant to an undated stock power or such other instruments of transfer as are reasonably acceptable to the Secured Party sufficient to grant the Secured Party control (as defined in the UCC) with respect to such Pledged Interests. (B) The Grantor shall, with respect to Collateral held with a securities intermediary, provide the Secured Party with an agreement, in form and substance reasonably satisfactory to the Secured Party, duly executed by the Grantor and such securities intermediary, which agreement, among other things, (i) gives the Secured Party control (as a result defined in the UCC) with respect to such Collateral and (ii) waives or subordinates all Liens or claims that such securities intermediary may assert against such Collateral. (C) The Grantor shall not, without the prior written consent of the Secured Party in its ownership sole discretion, vote or exercise any other rights relating to the Pledged Interests that would have the effect of materially impairing the rights of the Secured Party in respect of the Pledged Interests, become entitled to receive any certificate or shall receive any further membership interests in the Borrower (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of(i) voting to enable, or take any other action to permit, any issuer of Pledged Interests to amend its organizational documents in exchange for, any manner that materially changes the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf rights of the Lender and hold Grantor with respect to any Pledged Interests or adversely affects the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form receivedvalidity, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock perfection or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect priority of the Secured Party’s Lien thereon and security interest therein, (ii) permit any issuer of Pledged Interests upon to issue any additional Equity Interests of any nature or issue securities convertible into Equity Interests of any such issuer or grant the liquidation right of purchase or dissolution exchange for any Equity Interests of any such issuer, (iii) enter into any agreement or undertaking (other than this Agreement) restricting the right or ability of the Borrower shall be paid over Grantor or the Secured Party to the Lender to be held by it hereunder as additional collateral security for the Obligationssell, and in case assign or transfer any distribution of capital shall be made on or in respect of the Pledged Interests or proceeds thereof or any property interest therein or (iv) cause or permit any Pledged Interests of partnerships or limited liability companies that are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any such Pledged Interests takes any such action in violation of the foregoing in this clause (iv), the Grantor shall promptly notify the Secured Party in writing of any such election or action and, in such event, shall promptly take all steps necessary or advisable to establish the Secured Party’s control (as defined in the UCC) thereof. (D) The Grantor shall not incur additional indebtedness under the Credit Agreement if, on a pro forma basis immediately after giving effect to such incurrence of additional indebtedness, the value of the Enphase Equity Interests shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification less than 150% of the capital of Obligations (as defined in the Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the ObligationsGuaranty).

Pledged Interests. If (a) Unless an Event of Default shall have occurred and be continuing and the Pledgor shallAdministrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.01(b), as a result of its ownership each Grantor shall be permitted to receive all dividends and distributions, subject to Section 5.03(a), paid in respect of the Pledged Interests paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate, partnership or limited liability company rights with respect to the Pledged Interests. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, become entitled (i) the Administrative Agent shall have the right to receive any certificate and all cash dividends, distributions, payments or other Proceeds paid in respect of the Pledged Interests and make application thereof to the Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Interests shall receive any further membership interests be registered in the Borrower name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate, partnership, limited liability company and other rights pertaining to such Pledged Interests at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for, the Pledged Interests, or otherwise in respect thereof, the Pledgor shall accept the same on behalf of the Lender and hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock or equivalent power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect all of the Pledged Interests upon the liquidation merger, consolidation, reorganization, recapitalization or dissolution other fundamental change in the organizational structure of any Issuer, or upon the Borrower shall be paid over exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Lender to be held by it hereunder as additional collateral security for the Obligationssuch Pledged Interests, and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any property Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Interests pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be distributed upon fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Interests pursuant directly to the recapitalization Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Interests is the subject of bankruptcy, insolvency, receivership, custodianship or reclassification other proceedings under the supervision of any Governmental Authority, then all rights of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed Grantor in respect of thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Interests pursuant issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the recapitalization Administrative Agent shall have no duty to exercise any such voting or reclassification of the capital of the Borrower other consensual rights and shall not be responsible for any failure to do so or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property delay in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligationsso doing.

Pledged Interests. (a) If the Pledgor shall, as a result of its ownership of the Pledged Interests, Grantor shall become entitled to receive any certificate or shall receive any further membership interests in the Borrower stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rightsrights in respect of the Pledged Interests of any Issuer which would constitute Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Interests, or otherwise in respect thereof, the Pledgor Grantor shall accept the same on behalf as the agent of the Lender Collateral Agent and the other Secured Parties, hold the same in trust for the Lender Collateral Agent and the other Secured Parties and deliver the same forthwith to the Lender Collateral Agent in the exact form received, duly indorsed by such Pledgor the Grantor to the LenderCollateral Agent, if required, together with an undated stock power or other equivalent power instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteedGrantor, to be held by the LenderCollateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) In the event the Grantor acquires any Equity Interests not constituting Excluded Property, the Grantor shall deliver to the Collateral Agent a duly executed amendment to this Agreement, in the form of Annex 1 hereto (a “Security Agreement Supplement”) pursuant to which the Grantor will pledge such additional Equity Interests as Collateral. Any sums paid upon The Grantor hereby authorizes the Collateral Agent to attach each Security Agreement Supplement delivered hereunder to this Agreement and agrees that all additional Equity Interests owned by it set forth in such Security Agreement Supplements shall be considered to be part of the Collateral. (c) Without the prior written consent of the Collateral Agent, the Grantor will not, except as expressly permitted by the Hedging Facility Documents, (i) vote to enable, or in take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except as could not reasonably be expected to materially and adversely affect the rights and remedies of the Collateral Agent and the other Secured Parties under the Hedging Facility Documents, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect of to, the Pledged Interests upon the liquidation or dissolution Proceeds thereof, (iii) create, incur or permit to exist any Lien except for Permitted Liens or option in favor of, or any claim of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligationsany Person with respect to, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or Proceeds thereof, or any property shall be distributed upon interest therein, except for the Security Interests or with respect to (iv) enter into any agreement or undertaking restricting the Pledged Interests pursuant to the recapitalization right or reclassification ability of the capital of Grantor or the Borrower Collateral Agent to sell, assign or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it hereunder as additional collateral security for the Obligations. If transfer any sums of money or property so paid or distributed in respect of the Pledged Interests pursuant to or Proceeds thereof. (d) Except as expressly permitted in the recapitalization or reclassification Hedging Facility Documents, (i) the Pledged Interests will at all times constitute not less than 100% of the capital Equity Interests of the Borrower or pursuant to the reorganization Issuer thereof shall be received owned by the Pledgor, Grantor and (ii) the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds Grantor will not permit any Issuer of any of the Pledgor, as Pledged Interests to issue any new shares (or other interests) of any class of Equity Interests of such Issuer without the prior written consent of the Collateral Agent unless such additional collateral security for the ObligationsEquity Interests become Pledged Equity Interests in accordance with this Agreement.

Pledged Interests. (a) If the Pledgor shall, as a result of its ownership of the Pledged Interests, any Grantor shall become entitled to receive any certificate or shall receive any further membership interests in the Borrower stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rightsrights in respect of the Pledged Interests of any Issuer which would constitute Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Interests, or otherwise in respect thereof, the Pledgor such Grantor shall accept the same on behalf as the agent of the Lender Administrative Agent and the other Secured Creditors, hold the same in trust for the Lender Administrative Agent and the other Secured Creditors and deliver the same forthwith to the Lender Administrative Agent in the exact form received, duly indorsed by such Pledgor Grantor to the LenderAdministrative Agent, if required, together with an undated stock power or other equivalent power instrument of transfer acceptable to the Administrative Agent covering such certificate or instrument duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteedsuch Grantor, to be held by the LenderAdministrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) In the event such Grantor acquires any Equity Interests not constituting Excluded Property, such Grantor shall deliver to the Administrative Agent a duly executed amendment to this Agreement, in the form of Annex 1 hereto (a “Security Agreement Supplement”) pursuant to which such Grantor will pledge such additional Equity Interests as Collateral. Any sums paid upon Such Grantor hereby authorizes the Administrative Agent to attach each Security Agreement Supplement delivered hereunder to this Agreement and agrees that all additional Equity Interests owned by it set forth in such Security Agreement Supplements shall be considered to be part of the Collateral. (c) Without the prior written consent of the Administrative Agent, no Grantor will, except as expressly permitted by the Loan Documents, (i) vote to enable, or in take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except as could not reasonably be expected to materially and adversely affect the rights and remedies of the Administrative Agent and the other Secured Creditors under the Loan Documents, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect of to, the Pledged Interests upon the liquidation or dissolution Proceeds thereof, (iii) create, incur or permit to exist any Lien except for Permitted Liens or option in favor of, or any claim of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligationsany Person with respect to, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or Proceeds thereof, or any property shall interest therein, except for the Security Interests or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Interests or Proceeds thereof. (d) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be distributed upon or bound by the terms of this Agreement relating to the Pledged Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.3(a) with respect to the Pledged Interests issued by it (iii) the terms of Article VI and Article VII shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Article VI and Article VII with respect to the recapitalization Pledged Interests issued by it, and (iv) no such Grantor which is a limited liability company or reclassification a partnership shall take any action, including, without limitation, the amendment of its organizational documents, that would cause the Pledged Interests issued by it to be deemed or otherwise qualify to be “securities” under Article 8 of the capital UCC. (e) Except as expressly permitted in the Loan Documents, (i) the Pledged Interests will at all times constitute not less than 100% of the Borrower or pursuant to Equity Interests of the reorganization thereof, the property so distributed shall be delivered to the Lender to be held Issuer thereof owned by it hereunder as additional collateral security for the Obligations. If any sums Grantor and (ii) no Grantor will permit any Issuer of money or property so paid or distributed in respect any of the Pledged Interests pursuant to issue any new shares (or other interests) of any class of Equity Interests of such Issuer without the recapitalization or reclassification prior written consent of the capital of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until Administrative Agent unless such money or property is paid or delivered to the Lender, hold such money or property additional Equity Interests become Pledged Equity Interests in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the Obligationsaccordance with this Agreement.

Pledged Interests. (i) If the Pledgor shallany Grantor currently holds, as a result of its ownership of the Pledged Interests, shall become entitled to receive any certificate or shall receive any further membership interests certificate in the Borrower respect of any Pledged Stock (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rightsrights in respect of any Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged InterestsStock, or otherwise in respect thereof, the Pledgor such Grantor shall accept the same on behalf as the agent of the Lender and hold the same in trust for the Lender and Collateral Agent and, within five (5) Business Days of such receipt, deliver the same forthwith to the Lender Collateral Agent in the exact form received, duly indorsed endorsed by such Pledgor Grantor to the LenderCollateral Agent, if requiredfor the benefit of the Secured Parties, together with an undated stock or equivalent transfer power covering such certificate duly executed in blank by the Pledgor and with, if the Lender so requests, signature guaranteedsuch Grantor, to be held by the LenderCollateral Agent, subject to for the terms hereofbenefit of the Secured Parties, as additional collateral security Collateral for the Obligations. Any sums paid upon or Except for cash dividends and other cash distributions made in respect of the Pledged Interests upon the liquidation or dissolution of the Borrower shall be paid over to the Lender to be held by it hereunder as additional collateral security for the Obligationsaccordance with Section 3.2(s)(iii), and in case any distribution of capital shall be made on or in respect of the Pledged Interests Stock or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereofStock, the property so distributed shall be delivered to the Lender Collateral Agent, for the benefit of the Secured Parties, within five (5) Business Days of its receipt, to be held by it hereunder as additional collateral security Collateral for the Obligations. If any sums . (ii) Each Grantor shall cause each Issuer to agree that (i) it will be bound by the terms of money or property so paid or distributed this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Sections 3.2(s)(iv) and 4.1(e) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 3.2(s)(iv) with respect to the Pledged Stock issued by it. (iii) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive cash dividends and other cash distributions in respect of the Pledged Interests pursuant Stock paid in the normal course of business or otherwise as a result of the exercise of reasonable business judgment of the relevant Issuer and to exercise all voting and corporate rights with respect to the recapitalization Pledged Stock; provided, that no vote shall be cast or reclassification corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any diminution in the value of the capital Pledged Stock (other than the approval and actions related to the payment of any such cash dividends or other cash distributions). (iv) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Stock to (i) comply with any instruction received by it from the Collateral Agent in writing that (1) states that an Event of Default has occurred and is continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and shall have no duty or right to inquire as to the Collateral Agent’s authority to give such instruction, and (ii) when required hereby, pay any dividends or other payments with respect to the Pledged Stock directly to the Collateral Agent, for the benefit of the Borrower or pursuant to the reorganization thereof shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender, segregated from other funds of the Pledgor, as additional collateral security for the ObligationsSecured Parties.