Common use of Covenants for Specified Types of Collateral Clause in Contracts

Covenants for Specified Types of Collateral. For so long as any Secured Obligation is outstanding: (a) Grantor will, promptly upon request by the Secured Party, deliver to the Secured Party all Documents and Instruments related to Collateral with a value in excess of $100,000 or related to any Pledged Equity. All such Documents and Instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. (b) If at any time there exists Collateral in which a security interest may be perfected by a notation on the certificate of title or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request by the Secured Party, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any security constituting Pledged Equity now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such security. (iii) Grantor shall not permit any Pledged Equity to be held by a securities intermediary or held in a Securities Account unless the Secured Party shall have control of such Securities Account within the meaning of Section 8-106 of the UCC. Grantor shall not permit any Pledged Equity that is an equity interest in a limited liability company or a limited partnership and that is a General Intangible to become Investment Property unless the Secured Party shall have control of such Investment Property within the meaning of Section 8-106 of the UCC. (iv) Grantor shall not: (A) adjust, settle, compromise, amend or modify any right in respect of any Pledged Equity or any agreement relating thereto; (B) permit the creation of any additional equity interest in any issuer of Pledged Equity, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to the Secured Party pursuant hereto to the extent necessary to give the Secured Party a first-priority security interest (except for any Liens created by the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (C) enter into any agreement, other than the Loan Documents, creating, or otherwise permit to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equity. (e) If Grantor is, at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of Grantor, Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Secured Party to become the transferee beneficiary of such letter of credit. (f) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000, Grantor shall promptly notify the Secured Party in writing of the details thereof and execute and deliver to the Secured Party a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such Security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent and Trademark Office, or any similar office or agency of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such office.

Covenants for Specified Types of Collateral. For so long as any Secured Obligation is outstanding: (a) Grantor will, promptly upon request by the Secured Party, deliver to the Secured Party all Documents and Instruments related to Collateral with a value included in excess of $100,000 or related to any Pledged Equitythe Collateral. All such Documents and Instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. (b) If at any time there exists Collateral in which a security interest may be perfected by a notation on the certificate of title or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request by the Secured Party, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, comply at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged Equitysecurity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any security constituting Pledged Equity now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such security. (iii) Grantor shall not permit any Pledged Equity to be held by a securities intermediary or held in a Securities Account unless the Secured Party shall have control of such Securities Account within the meaning of Section 8-106 of the UCCAccount. Grantor shall not permit any Pledged Equity that is an equity interest in a limited liability company or a limited partnership and that is a General Intangible to become Investment Property unless the Secured Party shall have control of such Investment Property within the meaning of Section 8-106 of the UCCProperty. (iv) Grantor shall not: (A) adjust, settle, compromise, amend or modify any right in respect of any Pledged Equity or any agreement relating thereto; (B) permit the creation of any additional equity interest in any issuer of Pledged Equity, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to the Secured Party pursuant hereto to the extent necessary to give the Secured Party a first-priority security interest (except for any Liens created by the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (C) enter into any agreement, other than the Loan Note Documents, creating, or otherwise permit to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equity. (e) If Grantor is, is at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of Grantor, Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Secured Party to become the transferee beneficiary of such letter of credit. (f) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000Claim, Grantor shall promptly notify the Secured Party in writing of the details thereof and execute and deliver to the Secured Party a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such Security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent and Trademark Office, or any similar office or agency of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such office.

Covenants for Specified Types of Collateral. For so long as any Secured Obligation Grantor will perform and observe the following to the extent the described Collateral is outstandingmaterial: (a) Grantor will, promptly upon request by the Secured PartyAdministrative Agent, deliver to xxxx each item of Chattel Paper that is included in the Secured Party all Documents and Instruments related to Collateral with a value in excess of $100,000 or related to any Pledged Equity. All legend indicating that such Documents and Instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory item is subject to the Secured Partysecurity interest granted by this Agreement. (b) If Grantor will not permit any Collateral that constitutes Equipment to at any time there exists Collateral become so related or attached to, or used in which connection with any particular real property so as to become a fixture upon such real property, or to be installed in or affixed to other goods so as to become an accession to such other goods unless such real property or other goods are also collateral security interest may for the Obligations, such real property is not required to be perfected by a notation on provided as collateral pursuant to the certificate of title Credit Agreement, or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request real property is the leased office space used by the Secured Party, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action Borrower as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employeesits corporate headquarters. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged Equitysecurity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any security constituting Pledged Equity now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately shall promptly notify the Secured Party of such issuance and, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such security, security without further consent of Grantor or such nominee, or take such other action as the Secured Party may reasonably approve in order to perfect the Secured Party’s security interest in such security, provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party hereby instructs each such issuer that it may take instructions from such Grantor to the extent not inconsistent with this Agreement. (iii) Grantor shall not permit If any Pledged Equity to be security, whether certificated or uncertificated, or other Investment Property or other asset now or hereafter acquired by Grantor, is held by Grantor or its nominee through a securities intermediary or held in a Securities Account unless commodity intermediary, Grantor shall promptly notify the Secured Party shall have thereof, and, subject to the terms of any securities account control of such Securities Account within the meaning of Section 8-106 of the UCC. Grantor shall not permit any Pledged Equity that is an equity interest agreement entered in a limited liability company or a limited partnership connection therewith in form and that is a General Intangible substance reasonably satisfactory to become Investment Property unless the Secured Party shall have control of such Investment Property within Party, at the meaning of Section 8-106 of the UCC. (iv) Grantor shall notSecured Party’s request and option either: (A) adjustcause such securities intermediary or commodity intermediary to agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other Investment Property, settle, compromise, amend or modify to apply any right in respect value distributed on account of any Pledged Equity commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Grantor or any agreement relating thereto;such nominee, or (B) permit in the creation case of any additional equity interest in any issuer of Pledged Equityfinancial assets or other Investment Property held through a securities intermediary, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to arrange for the Secured Party pursuant hereto to become the extent necessary entitlement holder with respect to give such Investment Property, with Grantor being permitted to exercise rights to withdraw or otherwise deal with such Investment Property. Subsections (A) and (B) above shall not apply to any financial asset credited to a Securities Account for which the Secured Party a first-priority security interest (except for any Liens created by is the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested securities intermediary or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (C) enter into any agreement, other than the Loan Documents, creating, or otherwise permit to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equitycommodity intermediary. (ed) If Grantor is, is at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of GrantorGrantor with a face amount in excess of $50,000,000, Grantor shall promptly notify the Secured Party Administrative Agent thereof and, at the request and option of the Secured PartyAdministrative Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Secured PartyAdministrative Agent, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party Administrative Agent of the proceeds of any drawing under such letter of credit; or credit or (ii) arrange for the Secured Party Administrative Agent to become the transferee beneficiary of such letter of credit. (fe) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000Claim, Grantor shall promptly notify the Secured Party Administrative Agent in writing of the details thereof and execute and deliver to the Secured Party Administrative Agent a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such Security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent and Trademark Office, or any similar office or agency of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such office.

Covenants for Specified Types of Collateral. For so long as any Secured Obligation is outstandingUntil Security Termination: (a) Grantor will, promptly upon request within ten (10) Business Days after receipt thereof (or such later date as agreed by the Secured Party), deliver to the Secured Party all Documents Documents, Instruments and Instruments related to Chattel Paper included in the Collateral with a value face amount in excess of $100,000 or related to any Pledged Equity100,000. All such Documents Documents, Instruments and Instruments Chattel Paper shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. (b) If at any time there exists Collateral in which a security interest may be perfected by a notation on the certificate of title or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request by the Secured Partywithin ten (10) Business Days after receipt thereof for any such Collateral with a fair market value individually of at least $500,000, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, therefor and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, comply at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any security constituting Pledged Equity now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such security. (iii) Grantor shall not permit any Pledged Equity to be held by a securities intermediary or held in a Securities Account unless the Secured Party shall have control of such Securities Account within the meaning of Section 8-106 of the UCC. Grantor shall not permit any Pledged Equity that is an equity interest in a limited liability company or a limited partnership and that is a General Intangible to become Investment Property unless the Secured Party shall have control of such Investment Property within the meaning of Section 8-106 of the UCC. (iv) Grantor shall not: (A) adjust, settle, compromise, amend or modify any right in respect of any Pledged Equity or any agreement relating thereto; (B) permit the creation of any additional equity interest in any issuer of Pledged Equity, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to the Secured Party pursuant hereto to the extent necessary to give the Secured Party a first-priority security interest (except for any Liens created by the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (C) enter into any agreement, other than the Loan Documents, creating, or otherwise permit to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equity. (e) If Grantor is, at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of Grantor, Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Secured Party to become the transferee beneficiary of such letter of credit. (f) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000, Grantor shall promptly notify the Secured Party in writing of the details thereof and execute and deliver to the Secured Party a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such Security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent and Trademark Office, or any similar office or agency of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such office.

Covenants for Specified Types of Collateral. For so long as any Secured Obligation Grantor will perform and observe the following to the extent the described Collateral is outstandingmaterial: (a) Grantor will, promptly upon request by the Secured PartyAdministrative Agent, deliver to xxxx each item of Chattel Paper that is included in the Secured Party all Documents and Instruments related to Collateral with a value in excess of $100,000 or related to any Pledged Equity. All legend indicating that such Documents and Instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory item is subject to the Secured Partysecurity interest granted by this Agreement. (b) If Grantor will not permit any Collateral that constitutes Equipment to at any time there exists Collateral become so related or attached to, or used in which connection with any particular real property so as to become a fixture upon such real property, or to be installed in or affixed to other goods so as to become an accession to such other goods unless such real property or other goods are also collateral security interest may for the Obligations, such real property is not required to be perfected by a notation on provided as collateral pursuant to the certificate of title Credit Agreement, or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request real property is the leased office space used by the Secured Party, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action Borrower as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employeesits corporate headquarters. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged Equitysecurity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any security constituting Pledged Equity now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately shall promptly notify the Secured Party of such issuance and, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such security, security without further consent of Grantor or such nominee, or take such other action as the Secured Party may reasonably approve in order to perfect the Secured Party’s security interest in such security, provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party hereby instructs each such issuer that it may take instructions from such Grantor to the extent not inconsistent with this Agreement. (iii) Grantor shall not permit If any Pledged Equity to be security, whether certificated or uncertificated, or other Investment Property or other asset now or hereafter acquired by Grantor, is held by Grantor or its nominee through a securities intermediary or held in a Securities Account unless the Secured Party shall have control of such Securities Account within the meaning of Section 8-106 of the UCC. Grantor shall not permit any Pledged Equity that is an equity interest in a limited liability company or a limited partnership and that is a General Intangible to become Investment Property unless the Secured Party shall have control of such Investment Property within the meaning of Section 8-106 of the UCC. (iv) Grantor shall not: (A) adjust, settle, compromise, amend or modify any right in respect of any Pledged Equity or any agreement relating thereto; (B) permit the creation of any additional equity interest in any issuer of Pledged Equity, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to the Secured Party pursuant hereto to the extent necessary to give the Secured Party a first-priority security interest (except for any Liens created by the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (C) enter into any agreement, other than the Loan Documents, creating, or otherwise permit to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equity. (e) If Grantor is, at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of Grantorcommodity intermediary, Grantor shall promptly notify the Secured Party thereof thereof, and, at subject to the request and option terms of the Secured Party, pursuant to an any securities account control agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured Party, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Secured Party to become the transferee beneficiary of such letter of credit. (f) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000, Grantor shall promptly notify the Secured Party in writing of the details thereof and execute and deliver to the Secured Party a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such Security, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent request and Trademark Office, or any similar office or agency of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such office.option either:

Covenants for Specified Types of Collateral. For so long as any Secured Obligation is outstandingUntil Security Termination: (a) Grantor will, promptly upon request by the Secured Party, deliver to the Secured Party all Documents and Instruments related to Collateral with a value in excess of $100,000 or related to any Pledged Equity. All such Documents and Instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. (b) If at any time there exists Collateral in which a security interest may be perfected by a notation on the certificate of title or similar evidence of ownership of such Collateral, Grantor will, if reasonably requested to do so by Secured Party, promptly upon request by the Secured Party, deliver to the Secured Party all certificates of title and similar evidences of ownership, all applications therefor, and all other documents that are necessary or appropriate in order to register the Secured Party’s security interest in such Collateral on such certificate of title or other evidence of ownership or in otherwise perfecting the Secured Party’s security interest in such Collateral. (c) For each Deposit Account that Grantor at any time maintains, Grantor will, if reasonably requested to do so by Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, at the Secured Party’s option, cause the depository bank that maintains such Deposit Account to agree to comply, at any time when an Event of Default exists, with instructions from the Secured Party to such depository bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Grantor, or take such other action as the Secured Party may approve in order to perfect the Secured Party’s security interest in such Deposit Account. This subsection shall not apply to any Deposit Account: (i) for which the Secured Party is the depository bank, or (ii) that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees. (i) If Grantor shall at any time hold or acquire any certificated security constituting Pledged EquitySecurity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time reasonably specify. (iib) If any security constituting Pledged Equity Security now or hereafter acquired by Grantor is uncertificated an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately promptly notify the Secured Party of such issuance and, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from the Secured Party as to such securitySecurity, without further consent of Grantor or such nominee, or take such other action as the Secured Party may approve request (including certificating such Security) in order to perfect the Secured Party’s security interest in such securitySecurity; provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party shall not instruct each such issuer to take direction from the Secured Party. (iiic) Grantor shall not permit If any Pledged Equity to be Security, whether certificated or uncertificated, or other Investment Property or other asset now or hereafter acquired by Grantor, is held by Grantor or its nominee through a securities intermediary or held in a Securities Account unless commodity intermediary, Grantor will promptly notify the Secured Party shall have control thereof, and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, cause such securities intermediary or commodity intermediary to agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other Investment Property, or to apply any value distributed on account of any commodity contract as directed by the Secured Party to such Securities Account within the meaning commodity intermediary, in each case without further consent of Section 8-106 of the UCC. Grantor or such nominee. (d) Grantor shall not permit any Pledged Equity that is an equity interest in a limited liability company or a limited partnership to constitute a Security without the prior written consent of the Secured Party and that is a General Intangible to become Investment Property unless upon receipt of such consent shall have taken such steps as the Secured Party shall have control of such Investment Property within reasonably request in connection with the meaning of Section 8-106 perfection or priority of the UCCSecured Party’s security interest therein as provided in paragraphs (a) and (b) above. (ive) Grantor hereby irrevocably consents to Secured Party or any transferee of Secured Party that acquires any Pledged Equity pursuant to an exercise of rights and remedies under this Agreement becoming a member of and holding an ownership interest in any issuer of Pledged Equity and Grantor upon such acquisition. (f) Grantor shall not: (Ai) adjustexcept as permitted by the Credit Agreement, settleamend, compromisesupplement or otherwise modify (or consent to such amendment, amend supplement or modify any right in respect modification of) the terms of any Pledged Equity or any agreement relating thereto;Constituent Document; ​ (Bii) except as permitted by the Credit Agreement, permit the creation of any additional equity interest Equity in any issuer of Pledged Equity, if more than 50% of the Equity of such issuer is owned by a Restricted Person, unless immediately upon creation the same is pledged to the Secured Party pursuant hereto to the extent necessary to give the Secured Party a first-priority security interest (except for any Liens created by the First Lien Loan Documents) in such Pledged Equity after such creation that is in the aggregate at least the same percentage of such Pledged Equity as was subject hereto before such issue, whether such additional interest is presently vested or will vest upon the payment of money or the occurrence or nonoccurrence of any other condition; or (Ciii) except as permitted by the Credit Agreement, enter into any agreement, other than the Loan DocumentsDocuments and the Constituent Documents of the Pledgor as of the Effective Date, creating, or otherwise permit permitting to exist, any restriction or condition upon the transfer or exercise of any rights in respect of any Pledged Equity, including any restriction or condition upon the transfer, voting or control of any Pledged Equity. (e) If . Grantor is, at any time when an Event of Default exists, a beneficiary under a letter of credit now or hereafter issued in favor of Grantor, Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, pursuant to an agreement in form and substance satisfactory to the Secured Party, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Secured Party to become the transferee beneficiary of such letter of credit. (f) If Grantor shall at any time after the date hereof have a Commercial Tort Claim in an amount in excess of $100,000, Grantor shall promptly notify the Secured Party in writing of the details thereof and execute and deliver to the Secured Party a supplement to Schedule 2 listing such Commercial Tort Claim, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and shall make such Commercial Tort Claim collateral security subject to this Agreement. (i) If Grantor shall at any time hold or acquire any certificated Security that is part of the Pledged Equity, Grantor will forthwith endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (ii) If any Security that is part of the Pledged Equity now or hereafter acquired by Grantor is an Uncertificated Security and is issued to Grantor or its nominee directly by the issuer thereof, Grantor will immediately notify the Secured Party of such issuance and, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the issuer thereof to agree to comply with instructions from appoints the Secured Party as its attorney in fact to such Security, without further consent take each of Grantor or such nominee, or take such other action as the foregoing actions after the occurrence and during the continuation of any Event of Default. Such power of attorney is irrevocable and coupled with an interest and is to be used by the Secured Party may approve in order to perfect solely for the Secured Party’s security interest in such Security. (iii) Grantor will at least 30 days prior to filing any application for registration of any material Intellectual Property Collateral (or any similar request) with the United States Copyright Office, the United States Patent and Trademark Office, or any similar office or agency benefit of the United States, any State thereof or other country, or any political subdivision thereof (or by such shorter notice as the Secured Party may approve), give the Secured Party notice of such intended filing and, upon the Secured Party’s request, execute, deliver and file any agreement, instrument, registration or filing (including an Intellectual Property Security Agreement, with the schedules thereto appropriately completed) that the Secured Party may reasonably request to confirm the Secured Party’s security interest therein and to put such security interest of record in such officeBeneficiaries.