Common use of Certain After-Acquired Collateral Clause in Contracts

Certain After-Acquired Collateral. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), Borrowers shall promptly notify Agent in writing if, after the Effective Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence of such Collateral, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is not yet subject to a Lien in favor of Agent), including using commercially reasonable efforts to obtain Lien Waivers; provided, that Borrowers shall notify Agent of the opening of any new Deposit Accounts and enter into control agreements within the time period and as required pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), Borrower Agent shall notify Agent of any registrations or applications for registration of Intellectual Property (whether by application with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of the United States or foreign jurisdiction, or acquisition of an Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicable. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, as of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2.

Certain After-Acquired Collateral. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), Borrowers the Borrower and each Guarantor shall promptly notify Administrative Agent in writing if, after the Effective Date, any the Borrower or such Guarantor obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights to the extent Administrative Agent was not previously notified about the existence of such Collateral, and, upon Administrative Agent’s request, shall promptly take such actions as Administrative Agent deems appropriate to effect Administrative Agent’s duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is not yet subject to a Lien in favor of Administrative Agent), including using commercially reasonable efforts including, to obtain Lien Waivers; providedthe extent obtained in connection with the ABL Loan Documents, that Borrowers shall notify Agent of the opening of any new Deposit Accounts and enter into appropriate possession, control agreements within the time period and as required pursuant to Section 8.2.4 and Section 8.5agreement or lien waiver. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), the Borrower Agent and each Guarantor shall notify Administrative Agent of any registrations or applications for registration of Intellectual Property obtained by the Borrower or such Guarantor (whether by application with the United States Patent and Trademark Office, Office the United States Copyright Office, or any an equivalent thereof in any state of the United States or foreign jurisdiction, or acquisition of an Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is in such application has not already been granted to or recorded on behalf of the Administrative Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Administrative Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Administrative Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicable. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, as of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2.

Certain After-Acquired Collateral. Concurrently 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 be necessary or reasonably requested by the Agent to grant and perfect such Liens consistent with the delivery applicable requirements of each Compliance Certificate pursuant to the Security Documents, including actions described in Section 10.1.2(c)7.6, Borrowers all at the expense of the Loan Parties. Without limiting the foregoing, a Loan Party Agent shall promptly notify Agent in writing within 30 days if, after the Effective Closing Date, any Borrower Loan Party obtains any interest in any Collateral Property consisting of (a) Deposit Accounts other than Excluded Deposit Accounts, (b) Chattel Paper, (c) negotiable Documents, Instruments, (d) promissory notes and other Instruments (other than checks) or (d) Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence consisting of such Collateral, any Securities Account and, upon Agent’s reasonable request, shall promptly take such actions as Agent or its Security Trustee reasonably deems appropriate to effect Agent’s a duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is so long as it does not yet subject to a constitute Notes Priority Lien in favor of AgentCollateral), including using obtaining any 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 to obtain Lien Waivers; provided, that Borrowers shall notify Agent of the opening of any new Deposit Accounts and enter into control agreements within the time period and as required pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(cefforts), Borrower as appropriate and/or executing such additional Security Documents as may be reasonably requested by Agent shall notify Agent of any registrations or applications for registration of Intellectual Property (whether by application with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of the United States or foreign jurisdiction, or acquisition of an Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicableTrustee. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers the applicable Loan Party having rights in such Collateral shall use commercially reasonable efforts to obtain an acknowledgment that a Collateral Access Agreement in favor of the Agent and the applicable Security Trustee in each case to the extent the Cost of Inventory held by such third party holds person exceeds the Collateral for the benefit lesser of Agent. Agent acknowledges that, as (i) $2,000,000 and (ii) five percent (5%) of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2Borrower Group Commitments of the applicable Borrower Group.

Certain After-Acquired Collateral. Concurrently 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 be necessary or reasonably requested by the Agent to grant and perfect such Liens consistent with the delivery applicable requirements of each Compliance Certificate pursuant to the Security Documents, including actions described in Section 10.1.2(c)7.6, Borrowers all at the expense of the Loan Parties. Without limiting the foregoing, a Loan Party Agent shall promptly notify Agent in writing within 30 days if, after the Effective Closing Date, any Borrower 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 Collateral Property consisting of (a) Deposit Accounts other than Excluded Deposit Accounts, (b) Chattel Paper, (c) negotiable Documents, Instruments, (d) promissory notes and other Instruments (other than checks) or (d) Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence consisting of such Collateral, any Securities Account and, upon Agent’s reasonable request, shall promptly take such actions as Agent or its Security Trustee reasonably deems appropriate to effect Agent’s a duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is so long as it does not yet subject to a constitute Term Priority Lien in favor of AgentCollateral), including using obtaining any 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 to obtain Lien Waivers; provided, that Borrowers shall notify Agent of the opening of any new Deposit Accounts and enter into control agreements within the time period and as required pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(cefforts), Borrower as appropriate and/or executing such additional Security Documents as may be reasonably requested by Agent shall notify Agent of any registrations or applications for registration of Intellectual Property (whether by application with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of the United States or foreign jurisdiction, or acquisition of an Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicableTrustee. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers the applicable Loan Party having rights in such Collateral shall use commercially reasonable efforts to obtain an acknowledgment that a Collateral Access Agreement in favor of the Agent and the applicable Security Trustee in each case to the extent the Cost of Inventory held by such third party holds person exceeds the Collateral for the benefit lesser of Agent. Agent acknowledges that, as (i) $5,000,000 and (ii) five percent (5%) of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2Borrower Group Commitments of the applicable Borrower Group.

Certain After-Acquired Collateral. Concurrently In each case, subject to the Intercreditor Agreement and any other applicable intercreditor agreement entered into in accordance with the terms hereof, and excluding Excluded Property: • If after the Closing Date, any indebtedness for borrowed money from any person other than any Obligor to any Obligor shall be evidenced by any Instrument (other than a check to be deposited) or Tangible Chattel Paper, in each case, constituting Collateral and having a face amount exceeding $10,000,000, the Obligor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within the later of (x) thirty (30) days after receipt thereof or (y) the next date of delivery of each Compliance Certificate financial statements pursuant to Section 10.1.2(cSections 10.1.1(a) or (b), Borrowers or such longer time as Agent shall permit in its reasonable discretion) endorse, assign and deliver the same to Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time specify. • If any Obligor is at any time a beneficiary under a Letter of Credit constituting Collateral now or hereafter issued, such Obligor shall promptly notify Agent in writing ifthereof and such Obligor shall, after at the Effective Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence of such Collateral, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is not yet subject to a Lien in favor request of Agent), including using pursuant to an agreement in form and substance reasonably satisfactory to Agent, use commercially reasonable efforts to obtain Lien Waivers; provided, that Borrowers shall notify either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to Agent of the opening proceeds of any new Deposit Accounts drawing under such Letter of Credit or (ii) arrange for Agent to become the transferee beneficiary of such Letter of Credit, with Agent agreeing, in each case, that, during the continuance of an Event of Default, the proceeds of any drawing under the Letter of Credit are to be applied as provided herein. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit does not exceed $10,000,000. • If any Obligor shall at any time after the Closing Date obtain any interest in Collateral consisting of Intellectual Property, the provisions hereof shall automatically apply thereto and enter into control agreements within any such Intellectual Property shall automatically constitute Collateral as if such Intellectual Property would have constituted Collateral at the time period of execution of this Agreement and as required be subject to the Lien and security interest created by this Agreement without further action by any party. Such Obligor shall promptly (and in any event no later than the later of (x) ninety (90) days or (y) the next date of delivery of financial statements pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant Sections 10.1.1(a) or (b) or such longer period as Agent may permit in its reasonable discretion) provide to Section 10.1.2(c), Borrower Agent shall notify Agent written notice of any of the foregoing Collateral consisting of registrations of or applications for registration U.S. and Canadian Patents, Trademarks and/or Copyrights, and confirm the attachment of the Lien and security interest created by this Agreement to any such interest in Intellectual Property (whether constituting Collateral by application execution of an instrument in form reasonably acceptable to Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Agent’s security interest in such Collateral, including prompt recordals with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of and the United States or foreign jurisdiction, or acquisition of an Canadian Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicable. If • In the event that any Inventory constituting Collateral (other than Collateral, including Proceeds, is evidenced by or consists of Investment Property having an aggregate value or face amount of $10,000,000 or more for all such Investment Property, if and to the extent that perfection or priority of Agent’s security interest under the Loan Documents is dependent on or enhanced by possession, the applicable Obligor shall (i) Property promptly (and in transit among locations any event no later than the later of Borrowers(x) ninety (90) days or (y) the next date of delivery of financial statements pursuant to Sections 10.1.1(a) or (b) or such longer period as Agent may permit in its reasonable discretion) notify Agent thereof, and (ii) Inventory out for processingthereafter promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its reasonable discretion)) after request by Agent, shall execute such other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver physical possession of such Investment Property to Agent, together with such undated powers (or other relevant document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent, and (iii) Property out for repair shall do such other acts or refurbishment things deemed necessary or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at desirable by Agent to protect Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, as of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2security interest therein.

Certain After-Acquired Collateral. Concurrently In each case, subject to the Intercreditor Agreement and any other applicable intercreditor agreement entered into in accordance with the terms hereof, and excluding Excluded Property: (a) If after the Closing Date, any indebtedness for borrowed money from any person other than any Obligor to any Obligor shall be evidenced by any Instrument (other than a check to be deposited) or Tangible Chattel Paper, in each case, constituting Collateral and having a face amount exceeding $10,000,000, the Obligor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within the later of (x) thirty (30) days after receipt thereof or (y) the next date of delivery of each Compliance Certificate financial statements pursuant to Section 10.1.2(cSections 10.1.1(a) or (b), Borrowers or such longer time as Agent shall permit in its reasonable discretion) endorse, assign and deliver the same to Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time specify. (b) If any Obligor is at any time a beneficiary under a Letter of Credit constituting Collateral now or hereafter issued, such Obligor shall promptly notify Agent in writing ifthereof and such Obligor shall, after at the Effective Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence of such Collateral, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is not yet subject to a Lien in favor request of Agent), including using pursuant to an agreement in form and substance reasonably satisfactory to Agent, use commercially reasonable efforts to obtain Lien Waivers; provided, that Borrowers shall notify either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to Agent of the opening proceeds of any new Deposit Accounts drawing under such Letter of Credit or (ii) arrange for Agent to become the transferee beneficiary of such Letter of Credit, with Agent agreeing, in each case, that, during the continuance of an Event of Default, the proceeds of any drawing under the Letter of Credit are to be applied as provided herein. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit does not exceed $10,000,000. (c) If any Obligor shall at any time after the Closing Date obtain any interest in Collateral consisting of Intellectual Property, the provisions hereof shall automatically apply thereto and enter into control agreements within any such Intellectual Property shall automatically constitute Collateral as if such Intellectual Property would have constituted Collateral at the time period of execution of this Agreement and as required be subject to the Lien and security interest created by this Agreement without further action by any party. Such Obligor shall promptly (and in any event no later than the later of (x) ninety (90) days or (y) the next date of delivery of financial statements pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant Sections 10.1.1(a) or (b) or such longer period as Agent may permit in its reasonable discretion) provide to Section 10.1.2(c), Borrower Agent shall notify Agent written notice of any of the foregoing Collateral consisting of registrations of or applications for registration U.S. and Canadian Patents, Trademarks and/or Copyrights, and confirm the attachment of the Lien and security interest created by this Agreement to any such interest in Intellectual Property (whether constituting Collateral by application execution of an instrument in form reasonably acceptable to Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Agent’s security interest in such Collateral, including prompt recordals with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of and the United States or foreign jurisdiction, or acquisition of an Canadian Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicable. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, as of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2.

Certain After-Acquired Collateral. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), Borrowers shall promptly notify Agent in writing if(a) If, after the Effective Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights Rights, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Collateral shall automatically become part of the Collateral, subject to the extent Agent was not previously notified about terms and conditions of this Agreement. Within 45 days after each ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇ ▇▇ days after the existence of such Collateral, and, upon Agent’s request, last Fiscal Quarter in a Fiscal Year) the relevant Borrower shall promptly take such actions as Agent deems appropriate and requests in order to effect Agent’s duly perfected, first priority (subject to Permitted Liens) perfected Lien upon such Collateral (which is not yet subject to a Lien in favor of Agent)the Intercreditor Agreement, including using commercially reasonable efforts to obtain obtaining any appropriate possession, control agreement or Lien Waivers; provided, that Borrowers shall notify Agent of the opening of any new Deposit Accounts and enter into control agreements within the time period and as required pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant to Section 10.1.2(c), Borrower Agent shall notify Agent of any registrations or applications for registration of Intellectual Property Waiver (whether by application with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of the United States or foreign jurisdiction, or acquisition of an Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security Agent is permitted to obtain possession or control pursuant to the Intercreditor Agreement). (b) If, after the Closing Date, any Borrower obtains any interest is such application has not already been granted to or recorded on behalf in any Collateral consisting of the Agent Intellectual Property, (collectively, “After-Acquired Intellectual Property”), (i) since the last day provisions of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property this Agreement shall automatically apply thereto and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering (ii) any such After-Acquired Intellectual PropertyProperty and, for recording in the case of trademarks, the goodwill symbolized thereby shall automatically become part of the Collateral, subject to the terms and conditions of this Agreement. Within 90 days after the end of each calendar year (or such longer period as to which Agent may consent), the relevant Borrower shall sign and deliver to Agent an intellectual property security agreement (in a form reasonably acceptable to Agent) with the respect to all applicable United States Patent and Trademark Office federally registered (or application for United States Copyright Office, as applicable. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processingfederally registered), and (iii) any foreign equivalent of the foregoing where applicable, After-Acquired Intellectual Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, owned by it as of the Effective Datelast day of applicable calendar year, no actions are required to have been taken pursuant the extent that such Intellectual Property becomes part of the Collateral and to this Section 7.5.2the extent that it is not covered by any previous intellectual property security agreement so signed and delivered by it.

Certain After-Acquired Collateral. Concurrently In each case, subject to the Intercreditor Agreement and any other applicable intercreditor agreement entered into in accordance with the terms hereof, and excluding Excluded Property: (1) If after the Closing Date, any indebtedness for borrowed money from any person other than any Obligor to any Obligor shall be evidenced by any Instrument (other than a check to be deposited) or Tangible Chattel Paper, in each case, constituting Collateral and having a face amount exceeding $10,000,000, the Obligor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within the later of (x) thirty (30) days after receipt thereof or (y) the next date of delivery of each Compliance Certificate financial statements pursuant to Section 10.1.2(cSections 10.1.1(a) or (b), Borrowers or such longer time as Agent shall permit in its reasonable discretion) endorse, assign and deliver the same to Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Agent may from time to time specify. (2) If any Obligor is at any time a beneficiary under a Letter of Credit constituting Collateral now or hereafter issued, such Obligor shall promptly notify Agent in writing ifthereof and such Obligor shall, after at the Effective Date, any Borrower obtains any interest in any Collateral consisting of Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit Rights to the extent Agent was not previously notified about the existence of such Collateral, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority (subject to Permitted Liens) Lien upon such Collateral (which is not yet subject to a Lien in favor request of Agent), including using pursuant to an agreement in form and substance reasonably satisfactory to Agent, use commercially reasonable efforts to obtain Lien Waivers; provided, that Borrowers shall notify either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to Agent of the opening proceeds of any new Deposit Accounts drawing under such Letter of Credit or (ii) arrange for Agent to become DB1/ 136236807.8 the transferee beneficiary of such Letter of Credit, with Agent agreeing, in each case, that, during the continuance of an Event of Default, the proceeds of any drawing under the Letter of Credit are to be applied as provided herein. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit does not exceed $10,000,000. (3) If any Obligor shall at any time after the Closing Date obtain any interest in Collateral consisting of Intellectual Property, the provisions hereof shall automatically apply thereto and enter into control agreements within any such Intellectual Property shall automatically constitute Collateral as if such Intellectual Property would have constituted Collateral at the time period of execution of this Agreement and as required be subject to the Lien and security interest created by this Agreement without further action by any party. Such Obligor shall promptly (and in any event no later than the later of (x) ninety (90) days or (y) the next date of delivery of financial statements pursuant to Section 8.2.4 and Section 8.5. Concurrently with the delivery of each Compliance Certificate pursuant Sections 10.1.1(a) or (b) or such longer period as Agent may permit in its reasonable discretion) provide to Section 10.1.2(c), Borrower Agent shall notify Agent written notice of any of the foregoing Collateral consisting of registrations of or applications for registration U.S. and Canadian Patents, Trademarks and/or Copyrights, and confirm the attachment of the Lien and security interest created by this Agreement to any such interest in Intellectual Property (whether constituting Collateral by application execution of an instrument in form reasonably acceptable to Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Agent’s security interest in such Collateral, including prompt recordals with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent thereof in any state of and the United States or foreign jurisdiction, or acquisition of an Canadian Intellectual Property application or registration by purchase or assignment, or where a registration of a Trademark is issued hereafter to any Obligor resulting from a pending intent to use trademark application, or where registration of any Intellectual Property is issued hereafter to any Obligor as a result of any application now or hereafter pending to the extent a security interest is such application has not already been granted to or recorded on behalf of the Agent (collectively, “After-Acquired Intellectual Property”)) since the last day of the previous Fiscal Quarter to the extent Agent was not previously notified about the existence of such Intellectual Property, including the owner of such Intellectual Property and a detailed description thereof. At the time of notification of After-Acquired Intellectual Property, each relevant Obligor shall deliver to the Agent, at such Obligor’s expense, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as applicable, covering such After-Acquired Intellectual Property, for recording with the United States Patent and Trademark Office or United States Copyright Office, as applicable. If any Inventory constituting Collateral (other than (i) Property in transit among locations of Borrowers, (ii) Inventory out for processing, and (iii) Property out for repair or refurbishment or Property in the possession of employees in the Ordinary Course of Business), is in the possession of a third party, at Agent’s request, Borrowers shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent. Agent acknowledges that, as of the Effective Date, no actions are required to have been taken pursuant to this Section 7.5.2.