Common use of Covenants as to the Collateral Clause in Contracts

Covenants as to the Collateral. So long as any of the Secured Obligations remain outstanding: (a) Subject to the provisions of Section 7 hereof: (i) the Company agrees to file and deliver to the Collateral Agent all financing statements and other documents and take such other actions as may from time to time be necessary in order to maintain a perfected security interest in the Collateral owned by the Company; (ii) the Company shall, at the Company’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent deems reasonably necessary or desirable or that the Collateral Agent may reasonably request (A) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (B) to otherwise effect the purposes of this Agreement, including, without limitation, furnishing to the Collateral Agent from time to time statements and schedules identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (b) The Company agrees to take any and all actions necessary to defend title to the Collateral against all Persons, to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien that is not a Permitted Lien hereunder, and to defend the security interest of the Collateral Agent in the Collateral and the seniority thereof against the Liens securing the Other Existing Secured Debt. (c) The Company shall not (i) change its name as it appears in official filings in the state of its incorporation, (ii) change its chief executive office or mailing address, (iii) change the type of entity that it is, (iv) change its organization identification number, if any, issued by its state of incorporation, or (v) change its state of incorporation, in each case, unless the Collateral Agent shall have received at least ten (10) days prior written notice of such change and the Company shall have acknowledged in writing that such change will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral. (d) Except as otherwise provided in Section 2(c) hereof, the Company (i) shall cause all of its material tangible properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, and (ii) shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times. (e) The Company shall pay promptly before delinquent all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith by appropriate proceedings diligently pursued and available to the Company. (f) The Company shall maintain with reputable insurers insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against or carried by corporations engaged in the same or similar businesses and similarly situated to the Company. (g) The Company shall not create, incur or suffer to exist any Lien on the Collateral, except for Permitted Liens. (h) The Company shall not sell, transfer or otherwise dispose of any of its assets, except (i) as contemplated by Section 2(c) hereof, (ii) in connection with a Fundamental Transaction, provided the successor in such Fundamental Transaction assumes the Secured Obligations, (iii) as contemplated by Section 7(e) hereof, or (iv) as otherwise permitted under the Subordination Agreement or the documents or instruments evidencing or securing the Senior Debt. (i) The Company shall not wind up, liquidate or dissolve, except as part of a Fundamental Transaction.

Covenants as to the Collateral. So long as any of the Secured Obligations ------------------------------ shall remain outstanding, unless the Pledgee otherwise consents in writing: (a) Subject to the provisions of Section 7 hereof: (i) the Company agrees to file Pledgor and deliver to the Collateral Agent all financing statements and other documents and take such other actions as may from time to time be necessary in order to maintain a perfected security interest in the Collateral owned by the Company; (ii) the Company shallSubsidiary will, at the Company’s expense, its expense at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent deems reasonably may be necessary or desirable or that the Collateral Agent Pledgee may reasonably request in order (Ai) to perfect and protect the Security Interest created or purported to be created hereby, (ii) to enable the Collateral Agent Pledgee to exercise and enforce its their rights and remedies hereunder in respect of the Collateral; , or (Biii) to otherwise effect the purposes of this Agreement, including, without limitation, furnishing to the Collateral Agent from time to time statements and schedules identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (b) The Company agrees to take any Pledgor and all actions necessary to defend title Subsidiary will furnish to the Collateral against all Persons, Pledgee from time to defend the security interest of time such information and reports regarding the Collateral Agent in as the Collateral and the priority thereof against any Lien that is not a Permitted Lien hereunder, and to defend the security interest of the Collateral Agent in the Collateral and the seniority thereof against the Liens securing the Other Existing Secured DebtPledgee may reasonably request. (c) The Company shall not (i) change its name as it appears in official filings in the state of its incorporation, (ii) change its chief executive office or mailing address, (iii) change the type of entity that it is, (iv) change its organization identification number, if any, issued by its state of incorporation, or (v) change its state of incorporation, in each case, unless the Collateral Agent shall have received at least ten (10) days prior written notice of such change Pledgor and the Company shall have acknowledged in writing that such change Subsidiary will not adversely affect take or fail to take any action which would in any manner impair the validity, perfection value or priority enforceability of the Collateral Agent’s security interest Pledgee's Security Interest in any of the Collateral. (d) Except as otherwise provided in Section 2(c) hereofPledgor and Subsidiary will pay when due all taxes, licenses, charges and other impositions on or for the Company (i) shall cause all of its material tangible properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, and (ii) shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all timesCollateral. (e) The Company shall pay Pledgor and Subsidiary will promptly before delinquent deliver to Pledgee, to be subject to this Pledge Agreement, all property proceeds, securities, insurance proceeds, rights, goods and other taxesproperty of all kinds to which debtor is or hereinafter becomes entitled to receive for or on account of the Collateral. If any of the Collateral or proceeds or payments are received by Pledgor or Subsidiary, assessments it receives the same as trustee for the Pledgee and governmental charges or levies imposed uponshall immediately properly deliver the same in kind to Pledgee, with such endorsements as are necessary, and all claims (including claims for labor, materials and supplies) against without cashing or commingling the Collateral, except to the extent the validity thereof is being contested in good faith by appropriate proceedings diligently pursued and available to the Companysame. (f) The Company shall maintain with reputable insurers insurance with respect Pledgor and Subsidiary hereby authorizes all persons and organizations having records or files pertaining to the Collateral against loss or damage of the kinds and in the amounts customarily insured against or carried by corporations engaged in the same or similar businesses and similarly situated to furnish information to the CompanyPledgee with regard thereto and to allow them to inspect and copy all such records. (g) The Company shall not create, incur or suffer to exist any Lien on the Collateral, except for Permitted Liens. (h) The Company shall not sell, transfer or otherwise dispose of any of its assets, except (i) as contemplated by Section 2(c) hereof, (ii) in connection with a Fundamental Transaction, provided the successor in such Fundamental Transaction assumes the Secured Obligations, (iii) as contemplated by Section 7(e) hereof, or (iv) as otherwise permitted under the Subordination Agreement or the documents or instruments evidencing or securing the Senior Debt. (i) The Company shall not wind up, liquidate or dissolve, except as part of a Fundamental Transaction.

Covenants as to the Collateral. So long as any of the Secured Obligations remain outstanding: (a) Subject to the provisions of Section 7 hereof: (i) the Company agrees to file and deliver to the Collateral Agent all financing statements and other documents and take such other actions as may from time to time be necessary in order to maintain a perfected security interest in the Collateral owned by the Company; (ii) the Company shall, at the Company’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent deems reasonably necessary or desirable or that the Collateral Agent may reasonably request (A) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (B) to otherwise effect the purposes of this Agreement, including, without limitation, furnishing to the Collateral Agent from time to time statements and schedules identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (b) The Company agrees to take any and all actions necessary to defend title to the Collateral against all Persons, to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien that is not a Permitted Lien hereunder, and to defend the security interest of the Collateral Agent in the Collateral and the seniority thereof against the Liens securing the Other Existing Secured Debt. (c) The Company shall not (i) change its name as it appears in official filings in the state of its incorporation, (ii) change its chief executive office or mailing address, (iii) change the type of entity that it is, (iv) change its organization identification number, if any, issued by its state of incorporation, or (v) change its state of incorporation, in each case, unless the Collateral Agent shall have received at least ten (10) days prior written notice of such change and the Company shall have acknowledged in writing that such change will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral. (d) Except as otherwise provided in Section 2(c) hereof, the Company (i) shall cause all of its material tangible properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, and (ii) shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times. (e) The Company shall pay promptly before delinquent all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith by appropriate proceedings diligently pursued and available to the Company. (f) The Company shall maintain with reputable insurers insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against or carried by corporations engaged in the same or similar businesses and similarly situated to the Company. (g) The Company shall not create, incur or suffer to exist any Lien on the Collateral, except for Permitted Liens. (h) The Company shall not sell, transfer or otherwise dispose of any of its assets, except (i) as contemplated by Section 2(c) hereof, (ii) in connection with a Fundamental Transaction, provided the successor in such Fundamental Transaction assumes the Secured Obligations, (iii) as contemplated by Section 7(e) hereof, or (iv) as otherwise permitted under the Subordination Agreement BSC Debt, or the documents or instruments evidencing or securing the Senior Debt(iii) as part of a Sale Transaction. (i) The Company shall not wind up, liquidate or dissolve, except as part a result of a Fundamental Sale Transaction.

Covenants as to the Collateral. So long as any of the Secured Obligations (other than inchoate indemnity obligations) shall remain outstanding, Pledgor will, unless the Collateral Agent shall otherwise consent in writing: (a) Subject keep adequate records concerning the Collateral owned or purported to be owned by it, and permit the provisions Collateral Agent, or any designees or representatives thereof at any time or from time to time to examine and make copies of Section 7 hereof:and abstracts from such records; (ib) at the Company agrees to file and Pledgor’s expense, promptly deliver to the Collateral Agent all financing statements a copy of each material notice or other material communication received by Pledgor in respect of the Collateral; (c) at Pledgor’s expense, defend the Collateral Agent’s right, title and other documents and take such other actions as may from time to time be necessary in order to maintain a perfected security interest in and to the Collateral owned by against the Companyclaims of any Person (other than the holders of Permitted Liens); (iid) the Company shall, at the CompanyPledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent deems reasonably may be necessary or desirable or that the Collateral Agent may reasonably request in order to (Ai) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; Collateral or (Biii) to otherwise effect the purposes of this Agreement, including, without limitation, furnishing delivering to the Collateral Agent from time to time statements and schedules identifying and describing the Collateral and such other reports irrevocable proxies in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (b) The Company agrees to take any and all actions necessary to defend title to the Collateral against all Persons, to defend the security interest respect of the Collateral Agent registered in the name of Pledgor, except for Collateral and which Pledgor is entitled to vote under the priority thereof against terms of Section 7 hereof; (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Lien that is not a Permitted Lien hereunder, and to defend the security Collateral or any interest of the Collateral Agent therein except in the Collateral and ordinary course of business or as expressly permitted by the seniority thereof against Securities Purchase Agreement or the Liens securing the Other Existing Secured Debt.Notes; (cf) The Company shall not create or suffer to exist any Lien, upon or with respect to any Collateral except for Permitted Liens; (g) not make or consent to any amendment or other modification or waiver with respect to any Collateral or enter into any agreement or permit to exist any restriction with respect to any Collateral other than pursuant to the Transaction Documents; (h) except as expressly permitted by the Securities Purchase Agreement, not permit the issuance of (i) change its name as it appears in official filings in the state any additional shares of its incorporationany class of capital stock, partnership interests, member interests or other equity of any Subsidiary, (ii) change its chief executive office any securities convertible voluntarily by the holder thereof or mailing addressautomatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of capital stock or (iii) change the type any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such shares of entity that it iscapital stock; (i) not issue any stock certificate, (iv) change its organization identification numbercertificated security or other instrument to evidence or represent any shares of capital stock, if any, issued by its state of incorporation, any partnership interest or (v) change its state of incorporation, membership interest described in each caseSchedule I hereto, unless such stock certificate, certificated security or other instrument is delivered to the Collateral Agent shall have received at least ten to be held as Collateral pursuant hereto; and (10j) days prior written notice of such change and not take or fail to take any action which would in any manner impair the Company shall have acknowledged in writing that such change will not adversely affect the validity, perfection validity or priority enforceability of the Collateral Agent’s security interest in the and Lien on any Collateral. (d) Except as otherwise provided in Section 2(c) hereof, the Company (i) shall cause all of its material tangible properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, and (ii) shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times. (e) The Company shall pay promptly before delinquent all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith by appropriate proceedings diligently pursued and available to the Company. (f) The Company shall maintain with reputable insurers insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against or carried by corporations engaged in the same or similar businesses and similarly situated to the Company. (g) The Company shall not create, incur or suffer to exist any Lien on the Collateral, except for Permitted Liens. (h) The Company shall not sell, transfer or otherwise dispose of any of its assets, except (i) as contemplated by Section 2(c) hereof, (ii) in connection with a Fundamental Transaction, provided the successor in such Fundamental Transaction assumes the Secured Obligations, (iii) as contemplated by Section 7(e) hereof, or (iv) as otherwise permitted under the Subordination Agreement or the documents or instruments evidencing or securing the Senior Debt. (i) The Company shall not wind up, liquidate or dissolve, except as part of a Fundamental Transaction.

Covenants as to the Collateral. So long as any of the Secured Obligations remain outstanding: (a) Subject to the provisions of Section 7 hereof: (i) the Company agrees to file and deliver to the Collateral Agent all financing statements and other documents and take such other actions as may from time to time be necessary in order to maintain maintain, subject to Permitted Liens, a second perfected security interest in the Collateral owned by the Company; (ii) the Company shall, at the Company’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent deems reasonably necessary or desirable or that the Collateral Agent may reasonably request (A) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (B) to otherwise effect the purposes of this Agreement, including, without limitation, furnishing to the Collateral Agent from time to time statements and schedules identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (b) The Company agrees to take any and all actions necessary to defend title to the Collateral against all Persons, Persons and to defend the security interest of the Collateral Agent in the Collateral and the priority thereof against any Lien that is not a Permitted Lien hereunder, and to defend the security interest of the Collateral Agent in the Collateral and the seniority thereof against the Liens securing the Other Existing Secured Debt. (c) The Company shall not (i) change its name as it appears in official filings in the state of its incorporation, (ii) change its chief executive office or mailing address, (iii) change the type of entity that it is, (iv) change its organization identification number, if any, issued by its state of incorporation, or (v) change its state of incorporation, in each case, unless the Collateral Agent shall have received at least ten twenty (1020) days prior written notice of such change and the Company shall have acknowledged in writing that such change will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral. (d) Except as otherwise provided in Section 2(c) hereof, the Company (i) shall cause all of its material tangible properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order, and (ii) shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times. (e) The Company shall pay promptly before delinquent all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith by appropriate proceedings diligently pursued and available to the Company. (f) The Company shall maintain with reputable insurers insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against or carried by corporations engaged in the same or similar businesses and similarly situated to the Company. (g) The Company shall not create, incur or suffer to exist any Lien on the Collateral, except for Permitted Liens. (h) The Company shall not sell, transfer or otherwise dispose of any of its assets, except (i) as contemplated by Section 2(c) hereof, (ii) in connection with a Fundamental Transaction, provided the successor in such Fundamental Transaction assumes the Secured Obligations, (iii) as contemplated by Section 7(e) hereof, or (iv) as otherwise permitted under the Subordination Agreement BSC Debt, or the documents or instruments evidencing or securing the Senior Debt(iii) as part of a Sale Transaction. (i) The Company shall not wind up, liquidate or dissolve, except as part a result of a Fundamental Sale Transaction.