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

Covenants for Specified Types of Collateral. Grantor will perform and observe the following to the extent the described Collateral is material: (a) Grantor will, upon request by the Administrative Agent, ▇▇▇▇ each item of Chattel Paper that is included in the Collateral with a legend indicating that such item is subject to the security interest granted by this Agreement. (b) Grantor will not permit any Collateral that constitutes Equipment to at any time become so related or attached to, or used in 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 for the Obligations, such real property is not required to be provided as collateral pursuant to the Credit Agreement, or such real property is the leased office space used by the Borrower as its corporate headquarters. (i) If Grantor shall at any time hold or acquire any certificated security, 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 now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor 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 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) If any 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 commodity intermediary, Grantor shall promptly notify the Secured Party thereof, and, subject to the terms of any securities account control agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured Party, at the Secured Party’s request and option either:

Covenants for Specified Types of Collateral. Grantor will perform and observe the following to the extent the described Collateral is material: (a) Grantor will, upon request by the Administrative Collateral Agent, ▇▇▇▇ each item of Chattel Paper that is included in the Collateral with a legend indicating that such item is subject to the security interest granted by this Agreement. (b) Grantor will not permit any Collateral that constitutes Equipment to at any time become so related or attached to, or used in 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 for the Second-Out Obligations, such real property is not required to be provided as collateral pursuant to the Second-Out Credit Agreement, or such real property is the leased office space used by the Borrower as its corporate headquarters. (ic) If Subject to the provisions of Section 6.12(c), if Grantor shall at any time hold or acquire any certificated security, Grantor will forthwith endorse, assign, and deliver the same to the Secured PartyCollateral Agent, or, prior to the Discharge of First-Out Obligations, the First Lien First Out Administrative Agent (to hold as gratuitous bailee for the Collateral Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party Collateral Agent may from time to time specify. (iii) If any security now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor shall promptly notify the Secured Party Collateral Agent of such issuance and, pursuant to an agreement in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, cause the issuer thereof to agree to comply with instructions from the Secured Party Collateral Agent as to such security without further consent of Grantor or such nominee, or take such other action as arrange for the Secured Party may reasonably approve in order Collateral Agent to become the registered owner of the securities or otherwise perfect the Secured PartyCollateral Agent’s security interest in such security, provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party Collateral Agent hereby instructs each such issuer that it may take instructions from such Grantor to the extent not inconsistent with this Agreement. (iiiii) If any 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 commodity intermediary, Grantor shall promptly notify the Secured Party Collateral Agent thereof, and, subject to the terms of any securities account control agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, at the Secured PartyCollateral Agent’s request and option option, use its commercially reasonable efforts (as shall from time to time be certified by such Grantor to the Collateral Agent upon request therefor), to either: (A) cause such securities intermediary or commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent 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 Collateral Agent to such commodity intermediary, in each case without further consent of Grantor or such nominee, or (B) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to 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 Collateral Agent is the securities intermediary or commodity intermediary. (d) If Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of Grantor with a face amount in excess of $50,000,000, Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, use its commercially reasonable efforts (as shall from time to time be certified by such Grantor to the collateral Agent upon request therefor) to either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit.

Covenants for Specified Types of Collateral. Grantor will perform and observe the following to the extent the described Collateral is material: (a) Grantor will, upon request by the Administrative Collateral Agent, ▇▇▇▇ each item of Chattel Paper that is included in the Collateral with a legend indicating that such item is subject to the security interest granted by this Agreement. (b) Grantor will not permit any Collateral that constitutes Equipment to at any time become so related or attached to, or used in 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 for the Second-Out Obligations, such real property is not required to be provided as collateral pursuant to the Second-Out Credit Agreement, or such real property is the leased office space used by the Borrower as its corporate headquarters. (ic) If Subject to the provisions of Section 6.12(c), if Grantor shall at any time hold or acquire any certificated security, Grantor will forthwith endorse, assign, and deliver the same to the Secured PartyCollateral Agent, or, prior to the Discharge of First-Out Obligations, the First Lien First Out Administrative Agent (to hold as gratuitous bailee for the Collateral Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party Collateral Agent may from time to time specify. (iii) If any security now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor shall promptly notify the Secured Party Collateral Agent of such issuance and, pursuant to an agreement in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, cause the issuer thereof to agree to comply with instructions from the Secured Party Collateral Agent as to such security without further consent of Grantor or such nominee, or take such other action as arrange for the Secured Party may reasonably approve in order Collateral Agent to become the registered owner of the securities or otherwise perfect the Secured PartyCollateral Agent’s security interest in such security, provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party Collateral Agent hereby instructs each such issuer that it may take instructions from such Grantor to the extent not inconsistent with this Agreement. (iiiii) If any 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 commodity intermediary, Grantor shall promptly notify the Secured Party Collateral Agent thereof, and, subject to the terms of any securities account control agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, at the Secured PartyCollateral Agent’s request and option option, use its commercially reasonable efforts (as shall from time to time be certified by such Grantor to the Collateral Agent upon request therefor), to either: (A) cause such securities intermediary or commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent 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 Collateral Agent to such commodity intermediary, in each case without further consent of Grantor or such nominee, or (B) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to 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 Collateral Agent is the securities intermediary or commodity intermediary. (d) If Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of Grantor with a face amount in excess of $50,000,000, Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, use its commercially reasonable efforts (as shall from time to time be certified by such Grantor to the collateral Agent upon request therefor) to either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit; or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit. (e) If Grantor shall at any time after the date hereof have a Commercial Tort Claim, Grantor shall promptly notify the Collateral Agent in writing of the details thereof and execute and deliver to the Collateral 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. (f) If Grantor shall at any time after the date hereof open a Deposit Account other than an account listed on Schedule 2, Grantor shall use its commercially reasonable efforts (as shall from time to time be certified by such Grantor to the Collateral Agent upon request therefor) to, concurrently therewith, (i) execute and deliver to the Collateral Agent a supplement to Schedule 2 listing such Deposit Account, which supplement shall take effect without further action on the part of any party hereto or beneficiary hereof and (ii) unless such Deposit Account is an Excluded Deposit Account, enter into a deposit account control agreement with the First-Out Agent, Collateral Agent and the account bank for such Deposit Account on terms reasonably satisfactory to the Collateral Agent and First-Out Agent. (g) Unless otherwise agreed by the Collateral Agent in the exercise of its reasonable discretion, in no event shall the Collateral Agent be required hereunder to enter into any securities account control agreement, deposit account control agreement or any other type of account control agreement with respect to any Collateral which requires the Collateral Agent to indemnify or reimburse any party thereto from the Collateral Agent’s own funds or from funds other than those received by the Collateral Agent from the applicable account or collateral estate of Grantors as are actually in the possession of the Collateral Agent at the time it receives any demand for reimbursement or indemnification. (h) No Grantor shall change such Grantor’s legal name or jurisdiction of organization unless it shall have (i) notified the Collateral Agent in writing within thirty (30) days following any such change, identifying such new proposed name or jurisdiction of organization and provided all other information in connection therewith and (ii) taken all actions as shall be necessary to maintain the continuous validity, perfection and the same priority of the Collateral Agent’s security interest in the Collateral intended to be granted hereby.

Covenants for Specified Types of Collateral. Grantor will perform and observe the following to the extent the described Collateral is materialUntil Security Termination: (a) Grantor will, upon request by the Administrative Agent, ▇▇▇▇ each item of Chattel Paper that is included in the Collateral with a legend indicating that such item is subject to the security interest granted by this Agreement. (b) Grantor will not permit any Collateral that constitutes Equipment to at any time become so related or attached to, or used in 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 for the Obligations, such real property is not required to be provided as collateral pursuant to the Credit Agreement, or such real property is the leased office space used by the Borrower as its corporate headquarters. (i) If Grantor shall at any time hold or acquire any certificated securitySecurity, 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 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 shall will 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 request (including certificating such Security) in order to perfect the Secured Party’s security interest in such security, Security; provided, however, unless there shall occur and be continuing an Event of Default, the Secured Party hereby instructs shall not instruct each such issuer that it may to take instructions direction from such Grantor to the extent not inconsistent with this AgreementSecured Party. (iiic) If any securitySecurity, 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 commodity intermediary, Grantor shall will promptly notify the Secured Party thereof, and, subject at the Secured Party’s request and option, pursuant to the terms of any securities account control an agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured Party, at 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 commodity intermediary, in each case without further consent of 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 upon receipt of such consent shall have taken such steps as the Secured Party shall reasonably request in connection with the perfection or priority of the Secured Party’s request security interest therein as provided in paragraphs (a) and option either(b) above. (e) 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: (i) except as permitted by the Credit Agreement, amend, supplement or otherwise modify (or consent to such amendment, supplement or modification of) the terms of any Constituent Document; ​ (ii) except as permitted by the Credit Agreement, permit the creation of any additional Equity in any issuer of Pledged Equity, 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 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 (iii) except as permitted by the Credit Agreement, enter into any agreement, other than the Loan Documents and the Constituent Documents of the Pledgor as of the Effective Date, creating, or otherwise 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. Grantor appoints the Secured Party as its attorney in fact to take each of 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 solely for the benefit of the Beneficiaries.

Covenants for Specified Types of Collateral. Grantor will perform and observe the following to the extent the described Collateral is material: (a) Grantor will, upon request by the Administrative Agent, ▇▇▇▇ each item of Chattel Paper that is included in the Collateral with a legend indicating that such item is subject to the security interest granted by this Agreement. (b) Grantor will not permit any Collateral that constitutes Equipment to at any time become so related or attached to, or used in 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 for the Obligations, such real property is not required to be provided as collateral pursuant to the Credit Agreement, or such real property is the leased office space used by the Borrower as its corporate headquarters. (i) If Grantor shall at any time hold or acquire any certificated security, 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 now or hereafter acquired by Grantor is uncertificated and is issued to Grantor or its nominee directly by the issuer thereof, Grantor 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 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) If any 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 commodity intermediary, Grantor shall promptly notify the Secured Party thereof, and, subject to the terms of any securities account control agreement entered in connection therewith in form and substance reasonably satisfactory to the Secured Party, at the Secured Party’s request and option either: (A) 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 commodity intermediary, in each case without further consent of Grantor or such nominee, or (B) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Secured Party to become the entitlement holder with respect to 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 is the securities intermediary or commodity intermediary. (d) If Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of Grantor with a face amount in excess of $50,000,000, Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either: (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under such letter of credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such letter of credit. (e) If Grantor shall at any time after the date hereof have a Commercial Tort Claim, Grantor shall promptly notify the Administrative Agent in writing of the details thereof and execute and deliver to the 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.