Common use of Pledge of After Acquired Property Clause in Contracts

Pledge of After Acquired Property. If at any time following the Closing Date any Specified Borrower or any Subsidiary shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $5,000,000 in the aggregate, the Specified Borrower and any such Subsidiary shall grant to the Specified Agent for the ratable benefit of the Specified Lenders a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security for the Specified Obligations pursuant to documentation reasonably satisfactory to the Specified Agent and take such actions as the Specified Agent shall reasonably require to ensure the priority and perfection of such Lien, PROVIDED that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary which is a Material Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged, (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be complied with, (iii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of the Equivalent Amount of $5,000,000 need be mortgaged, and (iv) property subject to a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.

Pledge of After Acquired Property. If at any time following the Closing Date any Specified the Borrower or any Subsidiary of its Domestic Subsidiaries shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $5,000,000 1,000,000 in the aggregate, the Specified Borrower and any such Domestic Subsidiary shall grant to the Specified Collateral Agent for the ratable benefit of the Specified Lenders Secured Parties a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security for the Specified Obligations pursuant to documentation reasonably satisfactory to the Specified Collateral Agent and take such actions as the Specified Collateral Agent shall reasonably require to ensure the priority and perfection of such Lien, PROVIDED provided that (i) only 6566% of the voting Capital Stock of any direct Foreign Subsidiary which is a Material Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged, (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be complied with, (iii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of the Equivalent Amount of $5,000,000 1,000,000 need be mortgagedmortgaged (provided, however, that if such mortgage would be reasonably likely to result in any materially adverse liability (as determined by Holdings and agreed to by the Collateral Agent, which agreement shall not be unreasonably withheld), the property mortgaged pursuant hereto will be that property, if any, which can be pledged without incurring such liability), (iii) property subject to restrictions or limitations of the type permitted under subsection 11.14(a)(ii) or (iii) need not be so pledged and (iv) property subject as to which the Collateral Agent shall determine in its sole discretion that the costs of obtaining such a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) security interest are excessive in relation to the value of the security to be afforded thereby need not be so pledged. With respect to any Mortgage required by this Section 10.10, if requested by the Collateral Agent, the Borrower or such Domestic Subsidiary shall provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (z) legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

Pledge of After Acquired Property. If at any time following the Chips Closing Date any Specified Borrower or any Subsidiary shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $5,000,000 1,000,000 in the aggregate, the Specified Borrower and any such Subsidiary shall grant to the Specified Agent for the ratable benefit of the Specified Lenders 101 95 a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security for the Specified Obligations pursuant to documentation reasonably satisfactory to the Specified Agent and take such actions as the Specified Agent shall reasonably require to ensure the priority and perfection of such Lien, PROVIDED provided that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary which is a Material Subsidiary of the US Borrower or its Domestic Subsidiaries International Holdings need be so pledged, (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of the US Borrower or its Domestic Subsidiaries International Holdings need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 7.12 shall be complied with, (iii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of the Equivalent Amount of $5,000,000 1,000,000 need be mortgaged, and (iv) property subject to a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.

Pledge of After Acquired Property. If at any time following the Closing Date any Specified Borrower or any Subsidiary shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $5,000,000 in the aggregate, the Specified Borrower and any such Subsidiary shall grant to the Specified Agent for the ratable benefit of the Specified Lenders a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security for the Specified Obligations pursuant to documentation reasonably satisfactory to the Specified Agent and take such actions as the Specified Agent shall reasonably require to ensure the priority and perfection of such Lien, PROVIDED that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary which is a Material Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged, (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be complied with, (iii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of the Equivalent Amount of $5,000,000 need be mortgaged, and (iv) property subject to a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.

Pledge of After Acquired Property. If at Additional ---------------------------------------------- Guarantors. (a) With respect to any time following property acquired after the Closing ---------- Initial Funding Date any Specified by ATSC, the Borrower or any Subsidiary shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount Subsidiary Guarantors (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 8.02(b)(iv) and (z) property ------------------- acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of $5,000,000 in the aggregateLenders, does not have a perfected Lien, the Specified Borrower shall, or shall cause ATSC or the relevant Subsidiary Guarantors to, promptly (i) execute and any deliver to the Administrative Agent such Subsidiary shall amendments to the Collateral Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Specified Agent Administrative Agent, for the ratable benefit of the Specified Lenders Lenders, a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the Specified Obligations pursuant benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be requested by the Administrative Agent. (b) With respect to documentation any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Initial Funding Date by ATSC, the Borrower or any of the Subsidiary Guarantors (other than (x) any such real property subject to a Lien expressly permitted by Section 8.02(b)(iv) and (z) real property acquired by any Foreign Subsidiary), the Borrower shall, or shall cause ATSC or the relevant Subsidiary Guarantors to, promptly (i) execute and deliver a first priority mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection ================================================================= with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Specified Administrative Agent and take such actions as (iii) if requested by the Specified Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably require satisfactory to ensure the priority and perfection Administrative Agent. (c) With respect to any new Restricted Subsidiary (other than a Foreign Subsidiary or a Nonmaterial Domestic Subsidiary) created or acquired (or any Subsidiary which ceases to be a Nonmaterial Domestic Subsidiary in accordance with the definition thereof) after the Initial Funding Date by ATSC, the Borrower or any of such Lienits Restricted Subsidiaries, PROVIDED that the Borrower shall, or shall cause ATSC or the relevant Restricted Subsidiaries to, promptly (i) only 65% execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the voting Capital Stock Lenders, a perfected first priority security interest in the Securities of any direct Foreign such new Subsidiary which is a Material Subsidiary of that are owned by ATSC, the US Borrower or its Domestic Subsidiaries need be so pledgedany Subsidiary Guarantor, (ii) no voting Capital Stock or assets deliver to the Administrative Agent the certificates, if any, representing such Securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of any indirect Foreign Subsidiary of ATSC, the US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure Guarantor, as the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be complied withmay be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Subsidiary Guaranty and Collateral Agreement with respect to real such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guaranty and Collateral Agreement or immovable property, only fee owned real estate by law or immovable property in excess as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary of the Equivalent Amount of $5,000,000 need be mortgagedtype described in Section 4.01(a)(ix) in form and substance satisfactory to the ------------------- Administrative Agent, and (iv) property subject if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to any new Foreign Subsidiary created or acquired after the Initial Funding Date by ATSC, the Borrower or any of the Subsidiary Guarantors, the Borrower shall, or shall cause ATSC or the relevant Subsidiary Guarantors to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien permitted perfected first priority security interest in the Securities of such new Subsidiary that is owned by subsection 8.3(h) ATSC, the Borrower or falling within 8.14(a)(ii) need not any Subsidiary Guarantor (provided that in no event shall more than 65% of the total outstanding voting equity Securities of any such new Subsidiary be required to be so pledged.), (ii) deliver to the Administrative Agent the certificates, if any, representing such Securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of ATSC, the Borrower or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. ==================================================================