Common use of Non-UCC Property Clause in Contracts

Non-UCC Property. At any time and from time to time, promptly (and in any event within 15 days) following the request of the First-Lien Collateral Agent or the Required Secured Creditors, the Assignors shall provide the First-Lien Collateral Agent a reasonably detailed list (which includes reasonable estimates of the fair market value (as determined by the Assignors in good faith)) of all property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC. At any time that the fair market value (as determined by the Borrower or First-Lien Collateral Agent in good faith or as shown in any list delivered pursuant to the immediately preceding sentence) of the property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC exceeds $2,000,000, the Assignors shall, but only upon the written request of the Required Secured Creditors or the First-Lien Collateral Agent, within 60 days of such request (or such longer period as the Required Secured Creditors or the First-Lien Collateral Agent may agree to in writing) take such actions (at their own cost and expense) as may be required under the respective United States, State or other laws referenced in Section 9-311(a) of the UCC to perfect the security interests granted herein in any Collateral where the filing of a financing statement does not perfect the security interest in such property in accordance with the provisions of Section 9-311(a) of the UCC.

Non-UCC Property. At any time and from time to time, promptly (and in any event within 15 days) following the request of the First-Lien Collateral Agent or the Required Secured Creditors, the Assignors shall provide the First-Lien Collateral Agent a reasonably detailed list (which includes reasonable estimates of the fair market value (as determined by the Assignors in good faith)) of all property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC. At any time that the fair market value (as determined by the Borrower or First-Lien Collateral Agent in good faith or as shown in any list delivered pursuant to the immediately preceding sentence) of the property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC exceeds $2,000,000, the Assignors shall, but only upon the written request of the Required Secured Creditors or the First-Lien Collateral Agent, within 60 days of such request (or such longer period as the Required Secured Creditors or the First-Lien Collateral Agent may agree to in writing) take such actions (at their own cost and expense) as may be required under the respective United States, State or other laws referenced in Section 9-311(a) of the UCC to perfect the security interests granted herein in any Collateral where the filing of a financing statement does not perfect the security interest in such property in accordance with the provisions of Section 9-311(a) of the UCC.

Non-UCC Property. At any time and from time to time, promptly (and in any event within 15 days) following the request of the FirstSecond-Lien Collateral Agent or the Required Secured CreditorsMajority Noteholders, the Assignors shall provide the FirstSecond-Lien Collateral Agent a reasonably detailed list (which includes reasonable estimates of the fair market value (as determined by the Assignors in good faith)) of all property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC. At any time that the fair market value (as determined by the Borrower or First-Lien Collateral Agent in good faith or as shown in any list delivered pursuant to the immediately preceding sentence) of the property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC exceeds $2,000,000, the Assignors shall, but only upon the written request of the Required Secured Creditors Majority Noteholders or the FirstSecond-Lien Collateral Agent, within 60 days of such request (or such longer period as the Required Secured Creditors Majority Noteholders or the FirstSecond-Lien Collateral Agent may agree to in writing) take such actions (at their own cost and expense) as may be required under the respective United States, State or other laws referenced in Section 9-311(a) of the UCC to perfect the security interests granted herein in any Collateral where the filing of a financing statement does not perfect the security interest in such property in accordance with the provisions of Section 9-311(a) of the UCC. Notwithstanding the foregoing, the Second-Lien Collateral Agent shall not request any information from any Assignor or require any Assignor to take any action, in each case, pursuant to this Section 2.9 until such time as the Discharge of First-Lien Obligations has occurred. The Second-Lien Collateral Agent shall not have any obligation, nor any liability to any Person (including the Noteholders), at any time for failing or omitting to request the list of the fair market value of the property described in this Section 2.9.

Non-UCC Property. At any time and from time to time, promptly (and in any event within 15 days) following the request of the First-Lien Collateral Agent or the Required Secured Creditors, the Assignors shall provide the First-Lien Collateral Agent a reasonably detailed list (which includes reasonable estimates of the The aggregate fair market value (as determined by the Assignors in good faith)) of all property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC. At any time that the fair market value (as determined by the Borrower or First-Lien Collateral Agent in good faith or as shown in any list delivered pursuant to the immediately preceding sentence) of the property owned by all of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC does not exceed $5,000,000. If the aggregate value of all such property at any time owned by all Assignors exceeds $2,000,0005,000,000, the Assignors shallshall provide prompt written notice thereof to the PBGC and, but only upon the written request of the Required Secured Creditors or PBGC, the First-Lien Collateral Agent, Assignors shall promptly (and in any event within 60 days of such request (or such longer period as the Required Secured Creditors or the First-Lien Collateral Agent may agree to in writing30 days) take such actions (at their own cost and expense) as may be required under the respective United States, State or other laws referenced in Section 9-311(a) of the UCC to perfect the security interests granted herein in any Collateral where the filing of a financing statement does not perfect the security interest in such property in accordance with the provisions of Section 9-311(a) of the UCC. Notwithstanding the foregoing, no Assignor shall be required to take any action pursuant to this Section 2.13 until such time as the Discharge of First-Lien Obligations has occurred, unless such action was required by the First-Lien Collateral Agent and such Assignor is taking such action as required by the First-Lien Collateral Agent. The PBGC shall not have any obligation, nor any liability to any Person, at any time for failing or omitting to request the list of the fair market value of the property described in this Section 2.13.