Common use of Pledge of Additional Securities Collateral Clause in Contracts

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor shall, upon obtaining any Pledged Interests or Intercompany Notes of any Person required to be pledged hereunder, accept the same in trust for the benefit of the Lender and forthwith deliver to the Lender a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION 3.1 and SECTION 3.2 hereof in respect of the additional Pledged Interests or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests or Intercompany Notes. Each Grantor hereby authorizes the Lender to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) shall for all purposes hereunder be considered Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Each Grantor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson, accept the same in trust for the benefit of the Lender Agent and forthwith promptly (but in any event within five days after receipt thereof) deliver to the Lender Agent, or to a person that has agreed to hold such Collateral on behalf of the Agent for the purpose of perfecting the Agent’s security interests therein, a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed Annex D hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION 3.1 Sections 4(b) and SECTION 3.2 (c) hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. Each Grantor hereby authorizes the Lender Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Agent shall for all purposes hereunder be considered Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson with an aggregate value in excess of $1,000,000, accept the same in trust for the benefit of the Lender Control Agent and forthwith promptly (but in any event within ten days after receipt thereof) deliver to the Lender Control Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and deliver to the Control Agent the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. The actions in the preceding sentence shall not be required to the extent that the amount of any such Pledged Securities or Intercompany Notes for which the actions described above have not been taken does not exceed $1,000,000 in the aggregate for all Pledgors. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson with an aggregate value in excess of $1,000,000, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith promptly (but in any event within ten days after receipt thereof) deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. The actions in the preceding sentence shall not be required to the extent that the amount of any such Pledged Securities or Intercompany Notes for which the actions described above have not been taken does not exceed $1,000,000 in the aggregate for all Pledgors. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Each Grantor shall, upon obtaining any Pledged Interests or Intercompany Notes Securities of any Person required to be pledged hereunder, accept the same in trust for the benefit of the Lender Agent and forthwith deliver to the Lender Agent a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION 3.1 and SECTION 3.2 hereof in respect of the additional Pledged Interests or Intercompany Notes Securities which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests or Intercompany NotesSecurities. Each Grantor hereby authorizes the Lender Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests or Intercompany Notes (whether or not Securities listed on any Pledge Amendment delivered to the Lender) Agent shall for all purposes hereunder be considered Collateral. After the Discharge of ABL Obligations, each Grantor shall deliver to the Agent a Pledge Amendment, duly executed by such Grantor, and the certificates and other documents required in respect of the Intercompany Notes, and confirming the attachment of the Lien hereby created on and in respect of such Intercompany Notes.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith shall, on or before the first Quarterly Update Date following the receipt thereof by such Pledgor, deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement; provided, however, that all certificates representing or evidencing Equity Interests of any Subsidiary shall be delivered to and confirming the attachment held by or on behalf of the Lien created hereby and Collateral Agent pursuant hereto within thirty (30) days after receipt thereof by the DIP Order(s) on and in respect of such additional Pledged Interests or Intercompany NotesPledgor. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s)Orders, each Grantor shall, upon obtaining any Pledged Interests or Intercompany Notes of any Person required to be pledged hereunder, accept the same in trust for the benefit of the Lender and forthwith deliver to the Lender a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION 3.1 and SECTION 3.2 hereof in respect of the additional Pledged Interests or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien created hereby and by the DIP Order(s) Orders on and in respect of such additional Pledged Interests or Intercompany Notes. Each Grantor hereby authorizes the Lender to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) shall for all purposes hereunder be considered Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith promptly (but in any event within five days after receipt thereof) deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and deliver to the Collateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, the certificates and other documents required required, under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights Except as otherwise provided in after-acquired Collateral pursuant to the DIP Order(s)Section 3.1, each Grantor Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith deliver to the Lender Controlling Agent promptly (but in any event within thirty (30) days after receipt thereof or such longer period in the sole discretion of Controlling Agent) a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and promptly deliver to the Controlling Agent the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Controlling Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining (i) any Pledged Interests Securities or (ii) Intercompany Notes of any Person required to be pledged hereunderperson in an amount in excess of $375,000 individually or $2,000,000 in the aggregate for all Pledgors, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith promptly (but in any event within five Business Days after receipt thereof) deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required to be pledged hereunderperson, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith shall, on or before the first Quarterly Update Date following the receipt thereof by such Pledgor, deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement; provided, however, that all certificates representing or evidencing Equity Interests of any Subsidiary shall be delivered to and confirming the attachment held by or on behalf of the Lien created hereby and Collateral Agent pursuant hereto within thirty days after receipt thereof by the DIP Order(s) on and in respect of such additional Pledged Interests or Intercompany NotesPledgor. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledge of Additional Securities Collateral. Upon request of the Lender and without derogating from the Lender’s rights in after-acquired Collateral pursuant to the DIP Order(s), each Grantor Each Pledgor shall, upon obtaining any Pledged Interests Securities or Intercompany Notes of any Person required person which are to be pledged hereunderpursuant to this Agreement, accept the same in trust for the benefit of the Lender Collateral Agent and forthwith promptly (but in any event within fifteen days after receipt thereof, or such longer period as the Collateral Agent may agree to in its sole discretion) deliver to the Lender Collateral Agent a pledge amendment, duly executed by such GrantorPledgor, in substantially the form of Exhibit 1 annexed 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under SECTION Section 3.1 and SECTION Section 3.2 hereof in respect of the additional Pledged Interests Securities or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created hereby and by the DIP Order(s) on and in respect of such additional Pledged Interests Securities or Intercompany Notes. Each Grantor Pledgor hereby authorizes the Lender Collateral Agent to attach each such Pledge Amendment to this Security Agreement and agrees that all Pledged Interests Securities or Intercompany Notes (whether or not listed on any Pledge Amendment delivered to the Lender) Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.