Common use of Grantor’s Covenants Clause in Contracts

Grantor’s Covenants. During the term of this Security Agreement: (a) Grantor shall defend the Collateral and the Security Interests conveyed to the Security Agent by this Security Agreement against all claims and demands of all persons (other than Permitted Security) at any time claiming any interest therein adverse to the Security Agent. (b) Whether the Collateral is or is not in the Security Agent’s possession, and without any obligation to do so and without waiving Grantor’s default for failure to make any such payment, the Security Agent at its option may, following notice to Grantor when it may reasonably do so without prejudice, pay any such costs and expenses and discharge encumbrances on the Collateral, and any payments of such costs and expenses and any payments to discharge such encumbrances shall be a part of the Secured Obligations. Xxxxxxx agrees to reimburse the Security Agent on demand for any payments of such costs and expenses and any payments to discharge such encumbrances. (c) Grantor shall take such other actions as the Security Agent shall reasonably determine is necessary or appropriate to preserve, protect, perfect and duly record the Security created under this Security Agreement in the Collateral, including Collateral credited to any Collateral Account, including, without limitation, executing, delivering, filing and/or recording, in such locations and jurisdictions as the Security Agent specify, any financing statement, notice, instrument, document, agreement or other papers that may be necessary to create, preserve, protect or perfect the Security Interest granted pursuant hereto and the priority thereof or to enable the Security Agent to exercise and enforce its rights under this Security Agreement with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to the Collateral Accounts.

Grantor’s Covenants. During the term of this Security Agreement: (a) Grantor shall defend the Collateral and the Security Interests conveyed to the Security Agent Applicable Lenders by this Security Agreement against all claims and demands of all persons Persons (other than Permitted Securitythe Security Interests of the other Applicable Lenders, subject to the provisions of the Loan Agreement) at any time claiming any interest therein adverse to the Security Agentsuch Applicable Lender. (b) Grantor shall pay all costs to defend and enforce the security interest created by this Security Agreement, collect the Secured Obligations, and defend, enforce and collect the Collateral, including but not limited to taxes, assessments, reasonable attorney’s fees, legal expenses and expenses of sales. Whether the Collateral is or is not in the Security Agentany Applicable Lender’s possession, and without any obligation to do so and without waiving Grantor’s default for failure to make any such payment, the Security Agent such Applicable Lender at its option may, following notice to Grantor when it may reasonably do so without prejudice, pay any such costs and expenses and discharge encumbrances on the Collateral, and any payments of such costs and expenses and any payments to discharge such encumbrances shall be a part of the Secured Obligations. Xxxxxxx Grantor agrees to reimburse the Security Agent such Applicable Lender on demand for any payments of such costs and expenses and any payments to discharge such encumbrances. (c) Grantor shall take such other actions as the Security Agent such Applicable Lender shall reasonably determine is necessary or appropriate to preserve, protect, perfect and duly record the Security Lien created under this Security Agreement in the Collateral, including Collateral credited to any such Applicable Lender’s Collateral Account, including, without limitation, including executing, delivering, filing and/or recording, in such locations and jurisdictions as the Security Agent such Applicable Lender shall specify, any financing statement, making an entry in respect of this Security Agreement in the register of mortgages and charges of Grantor (and Grantor shall within three Business Days of the Closing Date provide a copy of such updated register of mortgages and charges to the Administrative Agent), notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of such Applicable Lender) to create, preserve, protect or perfect the Security Interest granted pursuant hereto and the priority thereof or to enable the Security Agent such Applicable Lender to exercise and enforce its rights under this Security Agreement with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to the Applicable Lender and such Applicable Lender’s Collateral AccountsAccount and/or, in the event that any Collateral (other than Cash or Cash Equivalents) is not held through the DTC or another clearing corporation (as defined in the UCC), causing any or all of the Collateral to be transferred of record into the name of Custodian, such Applicable Lender or its nominee. (d) Grantor shall: (i) promptly furnish to each Applicable Lender any information with respect to the Collateral reasonably requested by such Applicable Lender and (ii) allow each Applicable Lender or its representatives to inspect and copy, or furnish such Applicable Lender or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records Grantor is prohibited from disclosing due to applicable Law, and tax returns of Grantor, Parent or Affiliates of any of the foregoing, other than receipts or other evidence showing the payment of Taxes with respect to the Collateral (with the understanding that such receipt or evidence may be redacted or formatted to protect any proprietary or confidential Tax information of Grantor, Parent or Affiliates of any of the foregoing)), subject to Section 5.06 of the Loan Agreement. Notwithstanding the foregoing, to the extent any information requested by any Applicable Lender is not then available, Grantor will furnish to such Applicable Lender or cause to be furnished to such Applicable Lender such information as soon as reasonably practicable after such request. (e) Without at least ten (10) days’ prior written notice to the Applicable Lenders, Grantor shall not (i) maintain any of Grantor’s books and records with respect to the Collateral at any office, or maintain Grantor’s place of business (or, if Grantor has more than one place of business, Grantor’s chief executive office) at any place other than at the address indicated in Section 9.02 of the Loan Agreement or (ii) make any change to Grantor’s name, or the name under which Grantor does business, or the form or jurisdiction of Grantor’s organization from the name, form and jurisdiction set forth on the first page of this Security Agreement. (f) Grantor shall not close any Applicable Lender’s Collateral Account or transfer any Collateral held therein or credited thereto (it being understood that Grantor may request a release of Collateral in accordance with Section 2.06(d) of the Loan Agreement) without obtaining the prior written consent of such Applicable Lender. Grantor shall cause all DTC Collateral Shares to be registered in the name of Cede & Co. and credited to the account of Custodian as a direct participant in DTC book-entry system and further crediting by Custodian to the Collateral Accounts of each respective Applicable Lender, and Grantor shall cause all Book-Entry Collateral Shares to be registered in the name of Custodian and credited to account of Custodian at Company (or its transfer agent) and further crediting by Custodian to the Collateral Accounts of each respective Applicable Lender, in each case as and when, and in the manner required, under the Loan Agreement.

Grantor’s Covenants. During the term of this Security Agreement: (a) The Grantor shall defend the Collateral and the Security Interests conveyed to the Security Agent Applicable Lenders by this Security Agreement against all claims and demands of all persons (other than Permitted Securitythe Security Interests of the other Applicable Lenders, subject to the provisions of the Loan Agreement) at any time claiming any interest therein adverse to the Security Agentsuch Applicable Lender. (b) Whether the Collateral is or is not in the Security Agentany Applicable Lender’s possession, and without any obligation to do so and without waiving the Grantor’s default for failure to make any such payment, the Security Agent such Applicable Lender at its option may, following notice to the Grantor when it may reasonably do so without prejudice, pay any such costs and expenses and discharge encumbrances on the Collateral, and any payments of such costs and expenses and any payments to discharge such encumbrances shall be a part of the Secured Obligations. Xxxxxxx The Grantor agrees to reimburse the Security Agent such Applicable Lender on demand for any payments of such costs and expenses and any payments to discharge such encumbrances. (c) The Grantor shall take such other actions as the Security Agent such Applicable Lender shall reasonably determine is necessary or appropriate to preserve, protect, perfect and duly record the Security Lien created under this Security Agreement in the Collateral, including Collateral credited to any such Applicable Lender’s Collateral Account, including, without limitation, including executing, delivering, filing and/or recording, in such locations and jurisdictions as the Security Agent such Applicable Lender shall specify, any financing statement, register of mortgages and charges, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of such Applicable Lender) to create, preserve, protect preserve or perfect the Security Interest granted pursuant hereto and the priority thereof or to enable the Security Agent such Applicable Lender to exercise and enforce its rights under this Security Agreement with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement with respect to the Applicable Lender and such Applicable Lender’s Collateral AccountsAccount and/or, in the event that any Collateral (other than Cash or Cash Equivalents) is not held through The Depository Trust Company (the “DTC”) or another clearing corporation (as defined in the UCC), causing any or all of the Collateral to be transferred of record into the name of such Applicable Lender or its nominee. (d) The Grantor shall: (i) promptly furnish to each Applicable Lender any information with respect to the Collateral reasonably requested by such Applicable Lender, (ii) allow each Applicable Lender or its representatives to inspect and copy, or furnish such Applicable Lender or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records the Grantor is prohibited from disclosing due to applicable Law, and Tax returns of the Grantor, Guarantor, Issuer or Affiliates of any of the foregoing, other than receipts or other evidence showing the payment of Taxes with respect to the Collateral), subject to Section 5.07 of the Loan Agreement and (iii) deliver to each Applicable Lender, at the time or times reasonably requested by such Applicable Lender, such properly completed and executed documentation that it is legally entitled to deliver and that is reasonably requested by such Applicable Lender in order to permit such Applicable Lender to exercise its rights under this Security Agreement in a manner that will avoid or, to the extent possible, minimize Tax upon a disposition of the Collateral. Notwithstanding the foregoing, to the extent any information requested by any Applicable Lender is not then available, the Grantor will furnish to such Applicable Lender or cause to be furnished to such Applicable Lender such information as soon as reasonably practicable after such request. (e) Without at least thirty (30) days’ prior written notice to the Applicable Lenders, the Grantor shall not (i) maintain any of the Grantor’s books and records with respect to the Collateral at any office, or maintain the Grantor’s place of business (or, if the Grantor has more than one place of business, the Grantor’s chief executive office) at any place other than at the address indicated in Section 9.02(a) of the Loan Agreement or (ii) make any change to the Grantor’s name, or the name under which the Grantor does business, or the form or jurisdiction of the Grantor’s organization from the name, form and jurisdiction set forth on the first page of this Security Agreement. (f) The Grantor shall not close any Applicable Lender’s Collateral Account or transfer any Collateral held therein or credited thereto (it being understood that the Grantor may request a release of Collateral in accordance with Section 2.08(d) of the Loan Agreement) without obtaining the prior written consent of such Applicable Lender. Grantor shall cause all Collateral Shares to be registered in the name of Cede & Co. and credited to the account of the Custodian at the DTC and further crediting by the Custodian to the Collateral Accounts of each respective Applicable Lender.