Common use of Subsequently Acquired Collateral Clause in Contracts

Subsequently Acquired Collateral. If the Pledgors shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest created pursuant to Section 3.1 hereof and, furthermore, the Pledgors will promptly thereafter take (or cause to be taken) all action and promptly execute and deliver all further instruments and documents that the Collateral Agent may reasonably request (acting upon the written instructions of a majority in principal amount of the outstanding Debentures) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement), and will promptly thereafter deliver to the Collateral Agent (i) a certificate executed by a principal executive officer of the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent hereunder and (ii) supplements to Annexes A through C hereto as are reasonably necessary to cause such annexes to be complete and accurate in all material respects at such time.

Subsequently Acquired Collateral. If Subject to the Pledgors last sentence of Section 3.1 hereof, if any Pledgor shall acquire (by purchase, stock dividend or similar dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgors such Pledgor will thereafter promptly thereafter take (or cause to be taken) all action and (as promptly execute and deliver all further instruments and documents that as practicable and, in any event, within 20 Business Days after it obtains such Collateral, or such later date as the Collateral Agent may reasonably request (acting upon the written instructions of a majority Pledgee determines in principal amount of the outstanding Debenturesits sole discretion) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement)hereof, and will promptly thereafter deliver to the Collateral Agent Pledgee (i) a certificate executed by a principal executive an authorized officer of the such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through C G hereto as are reasonably necessary to cause such annexes Annexes to be complete and accurate in all material respects at such time. Without limiting the foregoing, subject to the first proviso in Section 3.1, each Pledgor shall be required to pledge hereunder the Equity Interests of any Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor.

Subsequently Acquired Collateral. If the Pledgors any Pledgor shall acquire (by purchase, stock dividend or similar dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgors such Pledgor will promptly thereafter take (or cause to be taken) all action and (as promptly execute and deliver all further instruments and documents that as practicable and, in any event, within ten (10) Business Days (or such longer time period as agreed by the Collateral Agent may reasonably request (acting upon the written instructions of a majority in principal amount of the outstanding DebenturesAgent) in order to: (iafter it obtains such Collateral) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement)hereof, and will promptly thereafter deliver to the Collateral Agent Pledgee (i) a certificate executed by a principal executive an authorized officer of the such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through C G hereto as are reasonably necessary to cause such annexes Annexes to be complete and accurate in all material respects at such time. Without limiting the foregoing, no Pledgor shall be required to pledge any Excluded Assets (so long as same remains “Excluded Assets” in accordance with the definition thereof).

Subsequently Acquired Collateral. If the Pledgors any Pledgor shall acquire (by purchase, stock dividend or similar dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgors will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action and (as promptly execute and deliver all further instruments and documents that the Collateral Agent may reasonably request (acting upon the written instructions of a majority as practicable and, in principal amount of the outstanding Debenturesany event, within 10 days after it obtains such Collateral) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (and the Intercreditor Agreement, and will, to the extent permitted by not inconsistent with the Intercreditor Agreement), and will promptly thereafter deliver to the Collateral Agent Pledgee (i) a certificate executed by a principal executive an authorized officer of the such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through C G hereto as are reasonably necessary to cause such annexes Annexes to be complete and accurate in all material respects at such time. Notwithstanding the foregoing, no Pledgor shall be required to pledge hereunder the equity interests of any Exempted Foreign Entity.

Subsequently Acquired Collateral. If the Pledgors Pledgor shall acquire (by purchase, stock dividend or similar dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgors will promptly Pledgor will, to the extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action and (as promptly execute and deliver all further instruments and documents that the Collateral Agent may reasonably request (acting upon the written instructions of a majority as practicable and, in principal amount of the outstanding Debenturesany event, within 10 days after it obtains such Collateral) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (and the Intercreditor Agreement, and will, to the extent permitted by not inconsistent with the Intercreditor Agreement), and will promptly thereafter deliver to the Collateral Agent Pledgee (i) a certificate executed by a principal executive an authorized officer of the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through C G hereto as are reasonably necessary to cause such annexes Annexes to be complete and accurate in all material respects at such time. Notwithstanding the foregoing, the Pledgor shall not be required to pledge hereunder the equity interests of any Exempted Foreign Entity.

Subsequently Acquired Collateral. If Subject always to the Pledgors provisions of SECTION 3.6 hereof, if the Pledgor shall acquire (by purchase, merger, stock dividend or similar distribution dividend, capital contribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, or when the Equity Interests in any Person that ceases to be a Subsidiary of the Pledgor becomes part of the Collateral, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof SECTION 3.1, and, furthermore, the Pledgors Pledgor will promptly within 30 days thereafter take (or cause to be taken) all action and promptly execute and deliver all further instruments and documents that the Collateral Agent may reasonably request (acting upon the written instructions of a majority in principal amount of the outstanding Debentures) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement)SECTION 3.2, and will promptly thereafter deliver to the Collateral Agent Pledgee (ia) a certificate executed by a principal executive officer of the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent hereunder Pledgee (for the benefit of the Secured Creditors) hereunder, and (iib) such supplements to Annexes ANNEX A through C hereto as are reasonably necessary to cause such annexes ANNEX A to be complete and accurate in all material respects at such time. Notwithstanding anything contained herein to the contrary, this SECTION 3.3 shall not apply to, and no duties shall arise hereunder with respect to any Excluded Property whensoever owned or acquired.

Subsequently Acquired Collateral. If the Pledgors any Pledgor shall acquire (by purchase, stock dividend or similar dividend, distribution or otherwise) any additional Collateral (including at such time as any assets otherwise constituting Collateral cease to constitute Excluded Equity Interests or Excluded Collateral) at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest interests created pursuant to Section 3.1 hereof andand (ii) such Pledgor will, furthermoresubject to the terms of the Intercreditor Agreement, the Pledgors will promptly thereafter take (or cause to be taken) all action and promptly execute and deliver all further instruments and documents that the within 45 days after it obtains such Collateral Agent may reasonably request (acting upon the written instructions of a majority in principal amount of the outstanding Debentures) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement)hereof, and will promptly thereafter deliver to the Collateral Agent Pledgee (ix) a certificate executed by a principal executive an authorized officer of the such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent Pledgee (for the benefit of Table of Contents the Secured Creditors) hereunder and (iiy) supplements to Annexes A through C G hereto as are reasonably necessary to cause such annexes Annexes to be complete and accurate in all material respects at such time. Without limiting the foregoing, no Pledgor shall be required to pledge any Excluded Equity Interests or Excluded Collateral (so long as same remains “Excluded Equity Interests” or “Excluded Collateral,” as applicable, in accordance with the definitions thereof).