Common use of Collateral Identification, Special Collateral Clause in Contracts

Collateral Identification, Special Collateral. (a) Schedule 5.2 (as such Schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such Grantor, (2) all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiaries, (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 individually or $25,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 individually or $25,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) United States registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantor, (7) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses, in each case other than licenses or grants of Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer software, (8) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 individually and $25,000 in the aggregate, (9) Letter of Credit Rights for letters of credit other than any Letters of Credit Rights worth less than $10,000 individually or $25,000 in the aggregate, and (10) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal property having a value less than $25,000 individually or $50,000 in the aggregate. Within 45 days of the end of each calendar year, each Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so such schedule is accurate in all material respects as of the last day of such calendar year;

Collateral Identification, Special Collateral. (a) at the time of delivery of quarterly financial statements pursuant to Section 5.1(b) of the Credit Agreement (and in connection with a Permitted Acquisition where the acquisition consideration is in excess of $5,000,000 for such Permitted Acquisition), Schedule 5.2 (as such Schedule schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such GrantorPledged Equity Interests, (2) all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesPledged Debt, (3) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 individually or $25,000 in the aggregatesubject to Section 4.2(a) above, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 individually or $25,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) all United States and foreign registrations and issuances of and applications for Patentspatents, Trademarkstrademarks, Internet domain names, and Copyrights copyrights owned by each Grantor, (75) all Patent Licenses, Trademark LicensesLicenses (including, without limitation, the Material Trademark License), Trade Secret Licenses and Copyright LicensesLicenses that, in each case other than licenses or grants of case, constitute Material Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareProperty, (8) 6) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 500,000 individually and or $25,000 1,000,000 in the aggregateaggregate with each other Commercial Tort Claim not listed on Schedule 5.2, (97) Letter of Credit Rights for letters of credit other than any Letters having a value in excess of Credit Rights worth less than $10,000 500,000 individually or $25,000 1,000,000 in the aggregate, and (10) 8) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal person property having a value less than $25,000 individually or $50,000 5,000,000 in the aggregateaggregate at each location. Within 45 days of the end of each calendar year, each Each Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so schedules as necessary to ensure that such schedule is schedules are accurate in all material respects as at the time of delivery of quarterly financial statements with respect to the Fiscal Quarter most recently ended pursuant to Section 5.1(b) of the last day of such calendar yearCredit Agreement;

Collateral Identification, Special Collateral. (a) On the Closing Date and within 30 days following the completion of the most recent Fiscal Quarter prior to a Credit Date, Schedule 5.2 (as such Schedule schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests constituting Collateral, other than any Pledged Equity Interests valued at less than $50,000 individually or $250,000 in the aggregate, provided that such exception shall not apply to any Pledged Equity Interests evidencing the equity interests in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such Grantorthe Borrower’s Subsidiaries, (2) all promissory notes, instruments (Pledged Debt other than checks to be deposited any Pledged Debt having a face amount of less than $250,000 individually or $1,000,000 in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesaggregate, (3) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts other than any Securities Accounts, Security Entitlements, Commodity Accounts holding assets with and Commodity Contracts having a market value of less than than, or having funds or other assets credited thereto with a value of less than, $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each GrantorGrantor constituting Material Intellectual Property, (76) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property other than employment related agreements or consulting agreements with individuals to the extent that such agreements can be characterized as Patent Licenses, in each case other than licenses or grants of Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareTrademark Licenses, Trade Secret Licenses and/or Copyright Licenses, (8) 7) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 500,000 individually and $25,000 2,000,000 in the aggregate, (9) Letter of 8) Letter-of-Credit Rights for letters of credit other than any Letters of Credit Rights worth less than $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, and (109) other than with salesman, servicemen, customers or such items in transit, under repair or with assemblers, the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal person property having a value less than $25,000 1,000,000 individually or $50,000 5,000,000 in the aggregate, and (10) Material Contracts. Within 45 30 days following the completion of the end of each calendar yearmost recent Fiscal Quarter prior to a Credit Date, each Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so schedules as necessary to ensure that such schedule is accurate in all material respects as of the last day of such calendar yearschedules are accurate;

Collateral Identification, Special Collateral. (a) On the Closing Date, Schedule 5.2 (as such Schedule may be amended or supplemented from time to time) 5.02 sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests Pledged Equity Interests constituting Collateral, other than any Pledged Equity Interests valued at less than $5,000,000 individually, except to the extent that the aggregate value of such Pledged Equity Interests exceeds $25,000,000, (in another limited liability companywhich case, general partnershipthis scheduling requirement shall only apply to all Pledged Equity Interests in excess of the aggregate threshold), limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by provided that such Grantorexception shall not apply to any Pledged Equity Interests evidencing the Equity Interests in the Company’s Subsidiaries, (2) all promissory notes, instruments (Pledged Debt other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money any Pledged Debt having an aggregate value or a face amount of less than $10,000,000 individually, except to the extent that the aggregate face amount of such Pledged Debt exceeds $30,000,000 (in which case, this scheduling requirement shall only apply to all Pledged Debt in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesthe aggregate threshold), (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 individually or $25,000 in the aggregateReserved, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 individually or $25,000 in the aggregateReserved, (5) Commodity Contracts and Commodity Accounts, (6) United States registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantorsuch Grantor constituting Material Intellectual Property, (76) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property other than employment related agreements or consulting agreements with individuals to the extent that such agreements can be characterized as Patent Licenses, in each case other than licenses or grants of Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareTrademark Licenses, Trade Secret Licenses and/or Copyright Licenses, (8) 7) Commercial Tort Claims constituting Collateral other than (A) any Commercial Tort Claims having a value of less than $10,000 individually and 15,000,000 individually, except to the extent that the aggregate value of such Commercial Tort Claims exceeds $25,000 in 50,000,000 or (B) any Commercial Tort Claim with respect to the aggregateinfringement of Intellectual Property as to which the Company has no knowledge, (9) Letter of 8) Letter-of-Credit Rights for letters of credit other than any individual Letters of Credit Rights worth less than $10,000 individually or $25,000 in the aggregate25,000,000, and (109) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property property, in each case, constituting Collateral other than (A) Specified Equipment and Inventory, (B) other Equipment, Inventory and other tangible personal property with warehousemen, salesmen, servicemen, customers or such items in transit, under repair or with assemblers and/or manufacturers, (C) any other Inventory, Equipment and other tangible personal property, in each case, constituting Collateral at one location having a value less than $15,000,000 individually, except to the extent the aggregate value of such Inventory, Equipment or other tangible personal property having a value less than exceeds $25,000 individually 50,000,000 or $50,000 in the aggregate. Within 45 days of the end of each calendar year, each Grantor shall provide Collateral Agent with a supplement of such (D) listed on Schedule 5.05 and (if necessary) so such schedule is accurate in all material respects as of the last day of such calendar year;10)

Collateral Identification, Special Collateral. (a) Schedule 5.2 (as such Schedule schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests Pledged Equity Interests (other than Equity Interests held by any Grantor in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such Grantorany Dormant Subsidiary), (2) all promissory notes, instruments Equity Interests held by a Grantor (that would otherwise constitute a Pledged Equity Interest) to the extent it secures or is the subject of a negative pledge to support Non-Recourse Indebtedness of the Borrower or any other Grantor is set forth under the heading “Excluded Equity Interests,” (3) Pledged Debt (other than checks to be deposited mortgage loans or consumer loans owned by any Grantor in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiaries, (34) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 500,000 individually or $25,000 1,000,000 in the aggregate, (45) Deposit Accounts other than any Deposit Accounts holding less than $10,000 500,000 individually or $25,000 1,000,000 in the aggregate, (56) Commodity Contracts and Commodity Accounts, (67) all United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantor, (7) 8) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses, in each case other than licenses or grants of Licenses constituting Material Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareProperty, (8) 9) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 500,000 individually and $25,000 1,000,000 in the aggregate, and (910) Letter of Credit Rights for letters of credit other than any Letters of Credit Rights worth less than $10,000 500,000, individually or $25,000 in the aggregate, and (10) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal property having a value less than $25,000 individually or $50,000 1,000,000 in the aggregate. Within 45 days of the end of each calendar year, each Each Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so schedules as necessary to ensure that such schedule is schedules are accurate in all material respects as of the last day of such calendar yearon each Increased Amount Date;

Collateral Identification, Special Collateral. (a) at the time of delivery of quarterly financial statements pursuant to Section 5.1(b) of the Credit Agreement (and in connection with a Permitted Acquisition where the acquisition consideration is in excess of $5,000,000 for such Permitted Acquisition), Schedule 5.2 (as such Schedule schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such GrantorPledged Equity Interests, (2) all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesPledged Debt, (3) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 individually or $25,000 in the aggregatesubject to Section 4.2 (a) above, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 individually or $25,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) all United States and foreign registrations and issuances of and applications for Patentspatents, Trademarkstrademarks, Internet domain names, and Copyrights copyrights owned by each Grantor, (75) all Patent Licenses, Trademark LicensesLicenses (including, without limitation, the Material Trademark License), Trade Secret Licenses and Copyright LicensesLicenses that, in each case other than licenses or grants of case, constitute Material Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareProperty, (8) 6) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 500,000 individually and or $25,000 1,000,000 in the aggregateaggregate with each other Commercial Tort Claim not listed on Schedule 5.2, (97) Letter of Credit Rights for letters of credit other than any Letters having a value in excess of Credit Rights worth less than $10,000 500,000 individually or $25,000 1,000,000 in the aggregate, and (10) 8) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal person property having a value less than $25,000 individually or $50,000 5,000,000 in the aggregateaggregate at each location. Within 45 days of the end of each calendar year, each Each Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so schedules as necessary to ensure that such schedule is schedules are accurate in all material respects as at the time of delivery of quarterly financial statements with respect to the Fiscal Quarter most recently ended pursuant to Section 5.1(b) of the last day of such calendar yearCredit Agreement;

Collateral Identification, Special Collateral. (a) On the Restatement Date, Schedule 5.2 (as such Schedule may be amended or supplemented from time to time) 5.02 sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) equity interests Pledged Equity Interests constituting Collateral, other than any Pledged Equity Interests valued at less than $10,000,000 individually, except to the extent that the aggregate value of such Pledged Equity Interests exceeds $35,000,000, (in another limited liability companywhich case, general partnershipthis scheduling requirement shall only apply to all Pledged Equity Interests in excess of the aggregate threshold), limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by provided that such Grantorexception shall not apply to any Pledged Equity Interests evidencing the Equity Interests in the Company’s Subsidiaries, (2) all promissory notes, instruments (Pledged Debt other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money (x) any Pledged Debt having an aggregate value or a face amount of less than $15,000,000 individually, except to the extent that the aggregate face amount of such Pledged Debt exceeds $50,000,000 (in which case, this scheduling requirement shall only apply to all Pledged Debt in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesthe aggregate threshold) and (y) Specified Minority Debt Investments, (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $10,000 individually or $25,000 in the aggregateReserved, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 individually or $25,000 in the aggregateReserved, (5) Commodity Contracts and Commodity Accounts, (6) United States registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantorsuch Grantor constituting Material Intellectual Property, (76) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property other than employment related agreements or consulting agreements with individuals to the extent that such agreements can be characterized as Patent Licenses, in each case other than licenses or grants of Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareTrademark Licenses, Trade Secret Licenses and/or Copyright Licenses, (8) 7) Commercial Tort Claims constituting Collateral other than (A) any Commercial Tort Claims having a value of less than $10,000 individually and 20,000,000 individually, except to the extent that the aggregate value of such Commercial Tort Claims exceeds $25,000 in 60,000,000 or (B) any Commercial Tort Claim with respect to the aggregateinfringement of Intellectual Property as to which the Company has no knowledge, (9) 8) Letter of Credit Rights for the letters of credit other than any Letters individual Letter of Credit Rights worth less than $10,000 individually or $25,000 in the aggregate25,000,000, and (109) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property property, in each case, constituting Collateral other than (A) Specified Equipment and Inventory, (B) other Equipment, Inventory and other tangible personal property with warehousemen, salesmen, servicemen, customers or such items in transit, under repair or with assemblers and/or manufacturers, (C) any other Inventory, Equipment and other tangible personal property, in each case, constituting Collateral at one location having a value less than $20,000,000 individually, except to the extent the aggregate value of such Inventory, Equipment or other tangible personal property having a value less than exceeds $25,000 individually 60,000,000 or $50,000 in the aggregate. Within 45 days of the end of each calendar year, each Grantor shall provide Collateral Agent with a supplement of such (D) listed on Schedule 5.05 and (if necessary10) so such schedule is accurate in all material respects as of the last day of such calendar year;Material Contracts.

Collateral Identification, Special Collateral. (a) On the Restatement Date and within 30 days following the completion of the most recent Fiscal Quarter prior to a Credit Date, Schedule 5.2 (as such Schedule schedule may be amended or supplemented from time to time) sets forth as of the date of such Schedule under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests constituting Collateral, other than any Pledged Equity Interests valued at less than $50,000 individually or $250,000 in the aggregate, provided that such exception shall not apply to any Pledged Equity Interests evidencing the equity interests in another limited liability company, general partnership, limited partnership, limited liability partnership or other partnership, and all shares of capital stock owned by such Grantorthe Borrower’s Subsidiaries, (2) all promissory notes, instruments (Pledged Debt other than checks to be deposited any Pledged Debt having a face amount of less than $250,000 individually or $1,000,000 in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness for borrowed money having an aggregate value or face amount in excess of $25,000, including all intercompany notes with another Grantors or any of its subsidiariesaggregate, (3) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts other than any Securities Accounts, Security Entitlements, Commodity Accounts holding assets with and Commodity Contracts having a market value of less than than, or having funds or other assets credited thereto with a value of less than, $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts, (6) United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantorsuch Grantor constituting Material Intellectual Property, (76) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property other than employment related agreements or consulting agreements with individuals to the extent that such agreements can be characterized as Patent Licenses, in each case other than licenses or grants of Intellectual Property entered into in the ordinary course of business and “shrink wrap,” “click through” or similar license agreements accompanying commercially available computer softwareTrademark Licenses, Trade Secret Licenses and/or Copyright Licenses, (8) 7) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $10,000 500,000 individually and $25,000 2,000,000 in the aggregate, (9) Letter of 8) Letter-of-Credit Rights for letters of credit other than any Letters of Credit Rights worth less than $10,000 250,000 individually or $25,000 1,000,000 in the aggregate, and (109) other than with salesman, servicemen, customers or such items in transit, under repair or with assemblers, the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible personal person property having a value less than $25,000 1,000,000 individually or $50,000 5,000,000 in the aggregate, and (10) Material Contracts. Within 45 30 days following the completion of the end of each calendar yearmost recent Fiscal Quarter prior to a Credit Date, each such Grantor shall provide Collateral Agent with a supplement of such Schedule (if necessary) so schedules as necessary to ensure that such schedule is accurate in all material respects as of the last day of such calendar year;schedules are accurate.