Contract analysis

Section 1.01 — Defined Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Meridian Atlantic Bank, N.A., a national banking association, having its principal office at 383 Madison Avenue, New York, New York 10179, in its

Section 1.02 — Other Interpretive Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include

Section 1.03 — UCC Terms Terms used in this Agreement that are not otherwise defined herein and that are defined in Articles 8 or 9 of the UCC (including "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "proceeds," "securities account," "security," and "supporting

Section 2.01 — Guarantee of Obligations Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the Collateral Agent, for the benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by acceleration, by mandatory prepayment, or otherwise) and performance of all Guaranteed Obligations. This guarantee constitutes a

Section 2.02 — Guarantee Unconditional The obligations of each Guarantor under this Article II are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations, the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, or any substitution, release, impairment, or exchange of any

Section 2.03 — Reinstatement The guarantee of each Guarantor under this Article II shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower, any o

Section 2.04 — Subrogation Each Guarantor hereby unconditionally and irrevocably agrees that, until the Guaranteed Obligations have been indefeasibly paid in full in cash (other than contingent indemnification and expense reimbursement obligations not yet due and payable) and all commitments under the Credit Agreement have been terminated: (a) such Guarantor shall not exercise any right of subrogation, contribution,

Section 2.05 — Waivers Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this guarantee and of the creation, renewal, extension, or accrual of any of the Guaranteed Obligations; (b) presentment to and demand for payment or performance of any of the Guaranteed Obligations from any person, including the Borrower or any other Guar

Section 2.06 — Limitation on Guarantee Notwithstanding anything to the contrary contained herein, the maximum liability of each Guarantor under this Article II shall be limited to the greatest amount that would not render such Guarantor's obligations hereunder voidable or unenforceable under applicable law relating to fraudulent transfer, fraudulent conveyance, or similar laws for the protection of creditors, includi

Section 2.07 — Keepwell Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Grantor that is not then a Qualified ECP Guarantor to honor all of such non-Qualified ECP Guarantor's obligations under this Agreement in respect of Swap Obligations (provided that each Qualifi

ARTICLE III — SECURITY INTERESTS / GRANT OF COLLATERAL

Section 3.01 — Grant of Security Interest As security for the prompt and complete payment and performance of all Obligations, each Grantor hereby pledges, assigns, conveys, mortgages, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien on all of such Grantor's right, title, and interest in, to, and under all of the following pro

Section 3.02 — Excluded Assets Notwithstanding the provisions of Section 3.01, the Collateral shall not include any of the following (collectively, the "Excluded Assets"): (a) More than sixty-five percent (65%) of the issued and outstanding voting equity interests of any first-tier CFC (within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended) or any subsidiary that is a FSHCO, in each case

Section 3.03 — Security Interest as Security Only The security interests created and granted hereunder are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction relating thereto. Neither the Collateral Agent nor any other Secured Party shall have any ob

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party, as of the date hereof, as follows:

Section 4.01 — Organization and Good Standing Each Grantor is duly organized or incorporated, validly existing, and (to the extent such concept is applicable in its jurisdiction of organization) in good standing under the laws of its jurisdiction of organization, and has all requisite corporate, limited liability company, or other organizational power and authority to own and operate its properties and assets and to

Section 4.02 — Authorization; No Contravention The execution, delivery, and performance by each Grantor of this Agreement and the grant of security interests and guarantees contemplated hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other organizational action on the part of such Grantor. No consent of any holder of equity interests in any Grantor is require

Section 4.03 — Governmental Approvals; No Conflicts No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority, or approval or consent of any other person, is required for the due execution, delivery, or performance by any Grantor of this Agreement or for the grant by any Grantor of the security interests granted hereby or for the exercise by the Collateral

Section 4.04 — Enforceability This Agreement constitutes a legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) the eff

Section 4.05 — Ownership of Collateral; No Liens Each Grantor is the legal and beneficial owner of all Collateral pledged by it hereunder, and has good and marketable title thereto (or, in the case of after-acquired Collateral, will have good and marketable title thereto at the time of acquisition), free and clear of all liens, security interests, claims, encumbrances, and other charges or restrictions of any kind, e

Section 4.06 — Equity Interests The Pledged Equity listed on Schedule II hereto constitutes: (a) one hundred percent (100%) of the issued and outstanding equity interests of each domestic subsidiary of the Borrower that is a Guarantor, and (b) sixty-five percent (65%) of the issued and outstanding voting equity interests (and one hundred percent (100%) of the non-voting equity interests, if any) of each first-tier CF

Section 4.07 — Locations; Names Schedule III hereto sets forth, with respect to each Grantor as of the date hereof: (a) its exact legal name (as set forth in its certificate or articles of incorporation, certificate of formation, articles of association, or comparable organizational document), (b) any prior legal names used by such Grantor at any time during the five (5) years preceding the date hereof, (c) its juris

Section 4.08 — Intellectual Property Each Grantor owns or is validly licensed to use all material intellectual property necessary for the conduct of its business as currently conducted. Schedule V hereto sets forth a true and complete list of all registered patents, patent applications, registered trademarks, trademark applications, registered copyrights, copyright applications, and material internet domain names own

Section 4.09 — Commercial Tort Claims All commercial tort claims of each Grantor having an amount in controversy exceeding Five Hundred Thousand Dollars ($500,000) as of the date hereof are described on Schedule IV hereto. No Grantor holds or has an interest in any commercial tort claim having an amount in controversy exceeding such threshold other than as set forth on Schedule IV.

Section 4.10 — Deposit Accounts and Securities Accounts Schedule VI hereto sets forth a true and complete list of all deposit accounts and securities accounts of each Grantor as of the date hereof (other than deposit accounts and securities accounts constituting Excluded Assets), including the name of each financial institution at which such account is maintained, the type of account, the last four digits of the acco

ARTICLE V — COVENANTS Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date hereof until the termination of this Agreement in accordance with Section 8.08:

Section 5.01 — Maintenance of Perfection Each Grantor shall take all actions necessary and reasonably requested by the Collateral Agent to establish, maintain, protect, and preserve the perfection and first-priority status (subject to Permitted Liens) of the security interests granted herein in all of the Collateral, including without limitation: (a) filing UCC financing statements (and continuation statements in res

Section 5.02 — Further Assurances Each Grantor shall, promptly upon the request of the Collateral Agent, execute and deliver any and all further instruments, documents, financing statements, agreements, and other writings, and take any and all further actions, that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by this Ag

Section 5.03 — Changes in Name, Location, or Structure No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number (or obtain an organizational identification number if it currently does not have one), or (d) change the location of its chief executive office, in each case without providing at least thirty (30) days' prior written notice

Section 5.04 — Dispositions of Collateral No Grantor shall sell, transfer, lease, license (other than non-exclusive licenses granted in the ordinary course of business), assign, or otherwise dispose of any Collateral, or attempt or contract to do so, except as permitted under the Credit Agreement, including without limitation Permitted Dispositions and other dispositions expressly permitted by the baskets, exceptions

Section 5.05 — Intellectual Property Covenants Each Grantor shall: (a) maintain in full force and effect all registrations of material intellectual property owned by such Grantor, including by filing all necessary renewal applications, affidavits of use, and maintenance filings with the appropriate governmental authorities in a timely manner; (b) promptly notify the Collateral Agent in writing of any new patent appli

Section 5.06 — Intercompany Notes All intercompany indebtedness owed by any Guarantor to the Borrower or by any Guarantor to any other Guarantor, to the extent such indebtedness exceeds One Million Dollars ($1,000,000) in the aggregate, shall be evidenced by intercompany promissory notes substantially in the form of Exhibit B hereto (or in such other form as the Collateral Agent may reasonably approve). Each such int