Common use of Certain After-Acquired Collateral Clause in Contracts

Certain After-Acquired Collateral. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Intellectual Property, or Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral (other than Intellectual Property only to the extent of its registration or pending registration outside of the United States), including obtaining any appropriate possession, control agreement or Lien Waiver. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, or Letter-of-Credit Rights, in each case to the extent that the aggregate amount of such Collateral (along with all other Collateral of the same type previously obtained and not disclosed) exceeds $100,000, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Borrowers Guarantors shall promptly notify Agent in writing if, after the Closing Date, any Borrower Guarantor obtains any interest in any Collateral consisting of Deposit Accounts, Intellectual Property, or Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, perfected (subject to the priorities established in the Intercreditor Agreement) ), first priority Lien upon such Collateral (other than Intellectual Property only to the extent of its registration or pending registration outside of the United States), including obtaining any appropriate possession, control agreement or Lien Waiver. Borrowers Guarantors shall promptly notify Agent in writing if, after the Closing Date, any Borrower Guarantor obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, or Letter-of-Credit Rights, in each case to the extent that the aggregate amount of such Collateral (along with all other Collateral of the same type previously obtained and not disclosed) exceeds $100,000, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, perfected (subject to the priorities established in the Intercreditor Agreement) ), first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers Guarantors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Borrowers Obligors shall promptly (or, in the case of Intellectual Property, within 20 Business Days after the first day of each Fiscal Quarter) notify Agent in writing if, after the Closing Date, Parent or any Borrower Subsidiary obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual PropertyProperty that is registered or subject to a pending application for registration, or Investment Property or Letter-of-Credit Rights which has not yet been perfected and, upon Agent’s reasonable request, shall shall, subject to the Intercreditor Agreement, promptly execute such documents and take such actions as Agent deems reasonably appropriate (including amending Schedule 7.1(c)) to effect Agent’s duly perfected, first priority (subject to the priorities established in Lien securing the Intercreditor AgreementDebt under the First Lien Debt Documents and to other Permitted Liens entitled to priority under Applicable Law) first priority Lien upon such Collateral (other than Intellectual Property only to the extent of its registration or pending registration outside of the United States), including obtaining any appropriate possession, control agreement or Lien Waiver. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, or Letter-of-Credit Rights, in each case to the extent that the aggregate amount of such Collateral (along with all other Collateral of the same type previously obtained and not disclosed) exceeds $100,000, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien WaiverWaiver to the extent required by Section 10.1.10, subject to the Intercreditor Agreement. If any Collateral is in the possession of a third party, at First Lien Agent’s (and, following the Bank Loan Termination Date, Agent’s) request, Borrowers Obligors shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of First Lien Agent (and, following the Bank Loan Termination Date, Agent). Notwithstanding the foregoing, if any additional notifications are required to be delivered to First Lien Agent under Section 7.4.2 of the First Lien Loan Agreement, such notification shall be required hereunder.

Certain After-Acquired Collateral. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, or Investment Property or Letter-of-Credit Rights and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral (other than Intellectual Property only to the extent of its registration or pending registration outside of the United States), including obtaining any appropriate possession, control agreement or Lien Waiver. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, or Letter-of-Credit Rights, in each case to the extent that the aggregate amount of such Collateral (along with all other Collateral of the same type previously obtained and not disclosed) exceeds $100,000, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver; provided, however, that (a) Agent’s Lien on the NMTC Disbursement Account may be second in priority to the Lien securing the NMTC Loans in favor of the NMTC Lenders, so long as the NMTC Intercreditor Agreement is in full force and effect and any of the NMTC Loans are outstanding and (b) Agent shall not require a Deposit Account Control Agreement with respect to the Deposit Accounts described in clauses (c) and (d) of Section 10.1.10 of this Agreement, so long as the requirements set forth in such clauses (c) and (d) are met with respect to such Deposit Accounts. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.”

Certain After-Acquired Collateral. Borrowers The Grantors shall promptly notify the Collateral Agent in writing if, after the Closing Datedate hereof, any Borrower Grantor obtains any interest in any Collateral consisting of Deposit Accounts, Intellectual PropertyChattel Paper, or Documents, Instruments, Investment Property or Letter-of-Credit Rights, and, upon the Second Lien Collateral Agent’s or the First Priority Representative’s request, shall promptly take such actions as the Second Lien Collateral Agent deems appropriate or the First Priority Representative, as applicable, requests to effect the Collateral Agent’s duly perfected, perfected third priority Lien (subject to the priorities established in the Intercreditor AgreementPermitted Liens) first priority Lien upon such Collateral (other than Intellectual Property only which is not yet subject to the extent of its registration or pending registration outside a Lien in favor of the United StatesCollateral Agent), including obtaining any appropriate possession, control agreement or Lien WaiverWaiver (or by providing such possession to the First Priority Representative or Second Lien Collateral Agent on behalf of the Collateral Agent, as applicable). Borrowers Grantors shall promptly notify Agent in writing ifprovide the Collateral Agent, after on a quarterly basis, notification of any Intellectual Property or rights therein obtained since the Closing Datelast day of the previous fiscal quarter, any Borrower obtains any interest in including the owner of such Intellectual Property and a detailed description thereof. If any Collateral consisting (other than (i) Property in transit among locations of Chattel Paperthe Grantors, Documents(ii) Inventory out for processing, Instruments, and (iii) Property out for repair or Letter-of-Credit Rightsrefurbishment or Property in the possession of employees in the ordinary course of business, in each case with respect to the extent that the aggregate amount of such Collateral this clause (along with all other Collateral of the same type previously obtained and not disclosed) exceeds iii), valued at less then $100,000500,000), and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, (subject to the priorities established in the Intercreditor Agreement) first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at the Collateral Agent’s request, Borrowers the Grantors shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of the Collateral Agent.