| Notification and Pledge of Commercial Tort Claims Exceeding $15M · Affirmative Covenant | If any Pledgor acquires a Commercial Tort Claim reasonably estimated to exceed $15,000,000, it must promptly notify the Collateral Agent in writing including a summary description and deliver a supplement to Schedule IV. | tight $15m vs affirmative covenant median $37.5m (n=12) | source ↗ |
| Perfection Maintenance on Organizational Change · Affirmative Covenant | Pledgors shall not effect or permit any organizational change unless all UCC filings required to maintain a valid, legal and perfected security interest have been made or will be made within the time required by the Credit Agreement. | | source ↗ |
| Delivery of Promissory Notes Evidencing Pledged Debt in Excess of $15M · Affirmative Covenant | To the extent any indebtedness for borrowed money constituting Pledged Collateral owed to a Pledgor is evidenced by a duly executed promissory note in an amount in excess of $15,000,000, the Pledgor shall promptly cause such promissory note to be pledged and delivered to the Collateral Agent. | tight $15m vs affirmative covenant median $37.5m (n=12) | source ↗ |
| Restriction on Assignment, Pledge or Hypothecation of Article 9 Collateral · Negative Covenant | Pledgors shall not make or permit any assignment, pledge or hypothecation of the Article 9 Collateral or grant any other Lien in respect of the Article 9 Collateral, except as not prohibited by the Credit Agreement or any Other First Lien Agreement. | | source ↗ |
| Restriction on Transfer of Article 9 Collateral · Negative Covenant | Pledgors shall not make or permit any transfer of the Article 9 Collateral except as not prohibited by the Credit Agreement, any Other First Lien Agreement or any Intercreditor Agreement. | | source ↗ |
| Obligation to Notify Collateral Agent of Organizational Changes · Affirmative Covenant | Each Pledgor must promptly notify the Collateral Agent in writing of any change in corporate or organization name, identity or type of organization, organizational identification number, or jurisdiction of organization. | | source ↗ |
| Further Assurances · Affirmative Covenant | Pledgors must execute, acknowledge, deliver and cause to be filed all further instruments and documents and take all actions as the Collateral Agent may reasonably request to preserve, protect, defend and perfect the Security Interest. | | source ↗ |
| Prohibition on Pledged Stock Transfer / Lien (other than Permitted Liens) · Negative Covenant | Pledgors shall not make any assignment, pledge, hypothecation or transfer of, or create or permit any security interest in, the Pledged Collateral, other than transactions not prohibited by the Credit Agreement or any Other First Lien Agreement and Permitted Liens. | | source ↗ |
| Proceeds Waterfall - First: Costs and Expenses · Proceeds Application | Proceeds applied first to payment of all costs and expenses of the Collateral Agent including court costs, fees and expenses of agents and legal counsel, repayment of advances, and all other fees, indemnities and amounts owing to the Collateral Agent. | | source ↗ |
| Proceeds Waterfall - Second: Secured Obligations (Pro Rata) · Proceeds Application | Proceeds applied second to payment in full of Secured Obligations pro rata between Credit Agreement Secured Parties and Other First Lien Secured Parties based on respective amounts owed. | | source ↗ |
| Proceeds Waterfall - Third: Second Lien Obligations · Proceeds Application | Proceeds applied third to payment in full of obligations under the Second Lien Credit Agreement (if any) and any Other Second Lien Obligations in accordance with the Permitted Junior Intercreditor Agreement. | | source ↗ |
| Proceeds Waterfall - Fourth: Return to Pledgors · Proceeds Application | Proceeds applied fourth (surplus) to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. | | source ↗ |
| Delivery of Instruments and Tangible Chattel Paper Exceeding $15M · Affirmative Covenant | If any Pledgor acquires Instruments or Tangible Chattel Paper evidencing an amount in excess of $15,000,000, such Pledgor shall promptly notify the Collateral Agent and endorse, assign and deliver the same to the Collateral Agent within 45 days. | tight $15m vs affirmative covenant median $37.5m (n=12) | source ↗ |
