Common use of Certain After-Acquired Collateral Clause in Contracts

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing upon any Obligor’s obtaining any Collateral after the Closing Date consisting of Deposit Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii), (ii) Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000), Investment Property, Letter-of-Credit Rights or Chattel Paper and, upon Agent’s request, shall promptly execute such documents and do such other acts or things (including using use commercially reasonable efforts to cause other Persons to do such other acts or things) deemed appropriate by Agent to confer upon Agent a duly perfected first priority Lien upon and (to the extent applicable for the perfection of a Lien) control with respect to such Collateral; promptly notify Agent in writing upon any Obligor’s obtaining any Collateral after the Closing Date consisting of Documents or Instruments and, upon Agent’s request, shall promptly execute such documents and do such other acts or things deemed appropriate by Agent to deliver to it possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of Agent; and with respect to Collateral in the possession of a third party, other than certificated securities and Goods covered by a Document, such Obligor, upon the request of Agent, shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such Collateral that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Administrative Agent in writing upon any Obligor’s obtaining any Collateral on a quarterly basis (or otherwise at the reasonable request of Administrative Agent) if, after the Closing Date Date, any Obligor obtains any interest in any Collateral consisting of Deposit Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii)Accounts, (ii) Deposit Accounts exclusively used for worker’s compensation programsChattel Paper, payrollDocuments, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employeesInstruments, and (iii) other Deposit Accounts containing from time to time no more than $100,000)Intellectual Property, Investment Property, Property or Letter-of-Credit Rights or Chattel Paper (subject to Section 7.6 below) and, upon Administrative Agent’s request, shall promptly execute such documents and do take such other acts actions as Administrative Agent reasonably deems appropriate, including obtaining any appropriate possession or things control or bailee agreements, to effect Administrative Agent’s duly perfected, first priority Lien upon such Collateral (including using except to the extent constituting Non-Current Asset Collateral, a second priority Lien), and shall use commercially reasonable efforts to cause other Persons obtain any necessary Lien Waivers (without prejudice to do such other acts Administrative Agent’s discretion in accordance with this Agreement to determine eligibility of related Collateral or things) deemed appropriate by Agent to confer upon Agent a duly perfected first priority Lien upon and (impose Availability Reserves). Except to the extent applicable for the perfection of a Lien) control with respect to such Collateral; promptly notify Agent otherwise provided in writing upon any Obligor’s obtaining this Agreement, if any Collateral after the Closing Date consisting of Documents or Instruments and, upon Agent’s request, shall promptly execute such documents and do such other acts or things deemed appropriate by Agent to deliver to it possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of Agent; and with respect to Collateral is in the possession of a third party, party (other than a certificated securities security evidencing Investment Property that is in the possession of the Collateral Trustee and Goods (other than Eligible In-Transit Inventory) covered by a Document), such Obligorat Administrative Agent’s request, upon the request of Agent, Obligors shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such Collateral that such third party holds the Collateral for the benefit of Administrative Agent, subject in any event to Administrative Agent’s discretion, as provided in this Agreement, to determine eligibility of related Collateral or to impose Availability Reserves. Obligors agree to provide Administrative Agent with prompt written notice if, after using commercially reasonable efforts in accordance with this Section 7.4.2, they are unable to obtain any Lien Waiver or acknowledgment required hereby.

Certain After-Acquired Collateral. Obligors shall (A) promptly notify Agent Lender in writing upon any Obligor’s obtaining any Collateral if, after the Closing Date Date, any Obligor obtains any interest in any Collateral consisting of (i)(a) Deposit Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viiiother than Excluded Accounts), (iib) Deposit Accounts exclusively used for worker’s compensation programsChattel Paper, payroll(c) Documents, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees(d) Instruments, and (iiie) other Deposit Accounts containing from time to time no more than $100,000), Investment Intellectual Property, (f) Investment Property or (g) Letter-of-Credit Rights Rights, in each case only to the extent constituting ABL Priority Collateral (as defined in the Intercreditor Agreement) and (ii)(a) Deposit Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments, (e) Intellectual Property, (f) Investment Property or Chattel Paper and(g) Letter-of-Credit Rights, to the extent consisting of Term Priority Collateral (as defined in the Intercreditor Agreement), in each case of sub-clauses (ii)(a) through (g) above, (x) with an aggregate value in excess of $1,000,000 and (y) only to the extent such notice is required to be delivered to the Term Agent (as defined in the Intercreditor Agreement) and (B) and upon AgentLender’s reasonable request, shall promptly execute take such documents and do such other acts or things (including using use commercially reasonable efforts actions as Lender deems appropriate to cause other Persons to do such other acts or things) deemed appropriate by Agent to confer upon Agent a effect Lender’s duly perfected perfected, first priority Lien upon and such ABL Priority Collateral (to as defined in the extent applicable for the perfection of a Lien) control with respect to such Collateral; promptly notify Agent in writing upon any Obligor’s Intercreditor Agreement), including obtaining any appropriate possession, control agreement or Lien Waiver. If any material ABL Priority Collateral after the Closing Date consisting of Documents or Instruments and, upon Agent’s request, shall promptly execute such documents and do such other acts or things deemed appropriate by Agent to deliver to it possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of Agent; and with respect to Collateral is in the possession of a third party, other than certificated securities and Goods covered by a Documentat Lender’s reasonable request, such Obligor, upon the request of Agent, Obligors shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such Collateral that such third party holds the such Collateral for the benefit of Agent.Lender. [SIC] A&R Loan, Security and Guaranty Agreement

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing upon If any Obligor’s obtaining assets are acquired by any Collateral Loan Party after the Closing Date (other than assets constituting Collateral under the Security Documents that become subject to the perfected or valid Lien of the Security Documents upon acquisition thereof) that are of the nature secured by the Security Documents, the applicable Loan Party Agent will notify the Agent and, if requested by the Agent, such Loan Party will cause such assets to be subjected to a Lien securing the applicable Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in Section 7.5, all at the expense of the Loan Parties. Without limiting the foregoing, a Loan Party Agent shall notify the Agent within 30 days in writing if, after the Closing Date, any Loan Party obtains any interest in any Property consisting of (a) Commodity Accounts, Deposit Accounts or Securities Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viiiin each case, other than Excluded Accounts), (iib) Deposit Accounts exclusively used for worker’s compensation programsChattel Paper, payroll(c) negotiable Documents, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iiid) other Deposit Accounts containing from time to time no more than $100,000), Investment Property, (e) Letter-of-Credit Rights or Chattel Paper (f) promissory notes and other Instruments (other than checks) and, upon the Agent’s request, shall promptly execute take such documents and do such other acts actions as the Agent or things (including using use commercially reasonable efforts its Security Trustee reasonably deems appropriate to cause other Persons to do such other acts or things) deemed appropriate by Agent to confer upon Agent effect a duly perfected perfected, first priority Lien upon and such Collateral (to the extent applicable for the perfection of a Lien) control with respect to such so long as it does not constitute Notes Priority Lien Collateral; promptly notify Agent in writing upon any Obligor’s ), including obtaining any Collateral after the Closing Date consisting of Documents appropriate possession, control agreement or Instruments andLien Waiver (it being understood that there shall be no requirement to obtain Lien Waivers not obtainable with commercially reasonable efforts), upon Agent’s request, shall promptly execute as appropriate and/or executing such documents and do such other acts or things deemed appropriate by Agent to deliver to it possession of such additional Security Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in may be reasonably requested by the name of Agent; and with respect to Agent or a Security Trustee. If any Collateral is in the possession of a third party, other than certificated securities and Goods covered by a Documentat the Agent’s request, the applicable Loan Party having rights in such Obligor, upon the request of Agent, Collateral shall use commercially reasonable efforts to obtain an acknowledgment from a Lien Waiver in favor of the third party Agent and the applicable Security Trustee in each case to the extent that is in possession Value of such Collateral that Inventory held by such third party holds exceeds the Collateral for lesser of (i) $500,000 and (ii) ten percent (10%) of the benefit Borrower Group Commitments of Agentthe applicable Borrower Group.

Certain After-Acquired Collateral. Obligors If any assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Security Documents that become subject to the perfected or valid Lien of the Security Documents upon acquisition thereof) that are of the nature secured by the Security Documents, the applicable Loan Party Agent will notify the Agent, and, if requested by the Agent, such Loan Party will cause such assets to be subjected to a Lien securing the applicable Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall promptly be necessary or reasonably requested by the Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in Section 7.6, all at the expense of the Loan Parties. Without limiting the foregoing, a Loan Party Agent shall notify Agent in writing upon any Obligor’s obtaining any Collateral within 30 days if, after the Closing Date Date, any Loan Party (except, in the case of clauses (b) through (d), to the extent such assets are not of a type intended to be secured by the Security Documents of the relevant Loan Party Group) obtains any interest in any Property consisting of Deposit Accounts (but excluding (ia) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii)other than Excluded Deposit Accounts, (iib) Deposit Accounts exclusively used for worker’s compensation programsChattel Paper, payroll(c) negotiable Documents, payroll taxes (d) promissory notes and other employee wage and benefit payments to Instruments (other than checks) or for the benefit (d) Investment Property consisting of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000), Investment Property, Letter-of-Credit Rights or Chattel Paper any Securities Account and, upon Agent’s reasonable request, shall promptly execute take such documents and do such other acts actions as Agent or things (including using use commercially reasonable efforts its Security Trustee reasonably deems appropriate to cause other Persons to do such other acts or things) deemed appropriate by Agent to confer upon Agent effect a duly perfected perfected, first priority Lien upon and such Collateral (to the extent applicable for the perfection of a Lien) control with respect to such so long as it does not constitute Term Priority Lien Collateral; promptly notify Agent in writing upon any Obligor’s ), including obtaining any Collateral after the Closing Date consisting of appropriate possession, control agreement or lien waiver (it being understood that there shall be no requirement to obtain lien waivers not obtainable with commercially reasonable efforts), as appropriate and/or executing such additional Security Documents or Instruments and, upon Agent’s request, shall promptly execute such documents and do such other acts or things deemed appropriate as may be reasonably requested by Agent to deliver to it possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of Agent; and with respect to or a Security Trustee. If any Collateral is in the possession of a third party, other than certificated securities and Goods covered by a Documentat Agent’s request, the applicable Loan Party having rights in such Obligor, upon the request of Agent, Collateral shall use commercially reasonable efforts to obtain an acknowledgment from a Collateral Access Agreement in favor of the third party that is Agent and the applicable Security Trustee in possession each case to the extent the Cost of such Collateral that Inventory held by such third party holds person exceeds the Collateral for lesser of (i) $5,000,000 and (ii) five percent (5%) of the benefit Borrower Group Commitments of Agentthe applicable Borrower Group.

Certain After-Acquired Collateral. Obligors Borrowers shall promptly notify Agent Lender in writing upon any Obligor’s obtaining any Collateral after the Closing Date consisting of Deposit Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii10.2.5(ix), (ii) Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000), Investment Property, Letter-of-Credit Rights or Chattel Paper and, upon AgentLender’s request, shall promptly execute such documents and do such other acts or things (including using use commercially reasonable efforts to cause other Persons to do such other acts or things) deemed appropriate by Agent Lender to confer upon Agent Lender a duly perfected first priority Lien upon and (to the extent applicable for the perfection of a Lien) control with respect to such Collateral; promptly notify Agent Lender in writing upon any Obligor’s obtaining any Collateral after the Closing Date consisting of Documents or Instruments and, upon AgentLender’s request, shall promptly execute such documents and do such other acts or things deemed appropriate by Agent Lender to deliver to it possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of AgentLender; and with respect to Collateral in the possession of a third party, other than certificated securities and Goods covered by a Document, such ObligorBorrower, upon the request of AgentLender, shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such Collateral that such third party holds the Collateral for the benefit of AgentLender.

Certain After-Acquired Collateral. U.S. Obligors shall promptly notify Agent in writing on a monthly basis, or otherwise at the reasonable request of Administrative Agent, upon any U.S. Obligor’s obtaining any U.S. Collateral after the Closing Date date hereof consisting of Deposit Accounts (but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii), (ii) Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000)Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon Agent’s reasonable request, shall promptly execute such documents and do such other acts or things (including using use commercially reasonable efforts to cause other Persons to do such other acts or things) deemed appropriate by Agent to confer upon Agent a duly perfected first priority Lien upon and (to the extent applicable for the perfection of a Lien) control with respect to such U.S. Collateral; promptly notify Agent in writing on a monthly basis, or otherwise at the reasonable request of Administrative Agent, upon any U.S. Obligor’s obtaining any U.S. Collateral after the Closing Date date hereof consisting of Documents or Instruments (other than checks received in the Ordinary Course of Business of such U.S. Obligor and deposited into a Deposit Account) and, upon Agent’s reasonable request, shall promptly execute such documents and do such other acts or things deemed appropriate by Agent to deliver to it Agent possession of such Documents as are negotiable and such Instruments, and, with respect to non-negotiable Documents, to have such non-negotiable Documents issued in the name of Agent; and with respect to U.S. Collateral in the possession of a third party, other than certificated securities and Goods covered by a Document, such Obligor, upon the request of Agent, U.S. Obligors shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such U.S. Collateral that such third party holds the U.S. Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors Borrowers shall promptly notify Administrative Agent in writing upon any ObligorBorrower’s obtaining any Collateral after the Closing Post-Confirmation Effective Date consisting of Deposit Accounts (but excluding (i) other than Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viiiinto which payments with respect to Governmental Receivables are directly deposited or transferred), (ii) Letter-of-Credit Rights or Chattel Paper, to the extent such Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000), Investment PropertyAccounts, Letter-of-Credit Rights or Chattel Paper arise out of, relate to or are given in exchange or settlement for or to evidence the obligation to pay any Account, and, upon Administrative Agent’s request, shall promptly execute such documents and do such other acts or things (including using use commercially reasonable efforts to cause other Persons to do such other acts or things) reasonably deemed appropriate by Administrative Agent to confer upon Administrative Agent a duly perfected first priority Lien (subject to Permitted Liens), upon and (to the extent applicable for the perfection of a Lien) control with respect to such Collateral; and promptly notify Administrative Agent in writing upon any ObligorBorrower’s obtaining any Collateral after the Closing Post-Confirmation Effective Date consisting of Documents or Instruments to the extent they arise out of, relate to or are given in exchange or settlement for or to evidence the obligation to pay any Account, and, upon Administrative Agent’s request, shall promptly execute such documents and do such other acts or things reasonably deemed appropriate by Administrative Agent to deliver to it possession of such Documents as are negotiable and such Instruments, andto the extent they arise out of, with respect relate to non-negotiable Documents, or are given in exchange or settlement for or to have such non-negotiable Documents issued in evidence the name of Agent; and with respect obligation to Collateral in the possession of a third party, other than certificated securities and Goods covered by a Document, such Obligor, upon the request of Agent, shall use commercially reasonable efforts to obtain an acknowledgment from the third party that is in possession of such Collateral that such third party holds the Collateral for the benefit of Agentpay any Account.