Common use of Certain After-Acquired Collateral Clause in Contracts

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of (a) Chattel Paper, Documents, Instruments, Investment Property and Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, 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, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Effective Date, any Obligor obtains any interest in any Collateral consisting of (a) Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with and, in any case, having a value in excess of $500,00050,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, 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, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly (a) notify Agent in writing if, after the Closing Date, any if an Obligor obtains any an interest in any Collateral consisting of (a) Deposit Account, Chattel Paper, DocumentsDocument, InstrumentsInstrument, registered Intellectual Property, Investment Property and or Letter-of-Credit Rights with a value in excess of $500,000Rights, or and (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent reasonably deems necessary and appropriate in its Permitted Discretion to effect Agent’s duly its perfected, first priority Lien upon (subject only to Permitted Liens) on such Collateral, including obtaining using commercially reasonable efforts to obtain any appropriate possession, control agreement or Lien Waiver. If any Collateral owned by an Obligor is in the possession of a third party, at Agent’s reasonable request, Obligors shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of Deposit Accounts (a) solely in the case of Borrowers), Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, 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, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Obligor Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Securities Accounts, Commodity Accounts, Chattel Paper (a) including tangible Chattel Paper and Electronic Chattel Paper), Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s 's request, shall promptly take such actions as Agent deems appropriate to effect Agent’s 's duly perfected, 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 's request, Obligors Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Effective Date, any Obligor obtains any interest in any Collateral consisting of (a) Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall (subject to the terms of this Agreement and the Intercreditor Agreement) promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien (subject to Permitted Liens) upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiverlien waiver. If any Collateral is in the possession of a third party, at Agent’s requestrequest and after the occurrence and during the continuation of an Event of Default, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of (a) Deposit Accounts, Chattel Paper, Documents, Instruments, Investment Property and or Letter-of-Credit Rights with a value Rights, in excess of $500,000each case, or (b) consisting of any Deposit Accountsrelating to the Collateral, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement (other than with respect to all Excluded Accounts) or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Obligors the applicable Obligor shall obtain an acknowledgment in form and substance satisfactory to Agent that such third party holds the Collateral for the benefit of Agent.. 7.5

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of (a) Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and (other than Equity Interest in Subsidiaries) or Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly execute such documents and take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien (subject only to Permitted Liens) 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, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Obligor Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Securities Accounts, Commodity Accounts, Chattel Paper (a) including tangible Chattel Paper and Electronic Chattel Paper), Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, 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, Obligors Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

Certain After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Effective Date, any Obligor obtains any interest in any Collateral consisting of (a) Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property and or Letter-of-Credit Rights with and, in any case, having a value in excess of $500,00050,000, or (b) consisting of any Deposit Accounts, Securities Account or other Investment Property and, upon Agent’s 's request, shall promptly take such actions as Agent deems appropriate to effect Agent’s 's duly perfected, 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 's request, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.