Common use of Acknowledgment and Consent; Authorization and Transaction Statements Clause in Contracts

Acknowledgment and Consent; Authorization and Transaction Statements. If necessary to perfect the Agent’s security interest in any Pledged Collateral consisting of uncertificated Pledged Shares, concurrently with the execution of this Pledge Agreement, (i) each Pledgor shall send to each issuer of such uncertificated Pledged Shares (each an “Issuer”) an Authorization Statement substantially in the form provided in Exhibit 3(d)(i) (each an “Authorization Statement”) and (ii) such Pledgor shall cause each such Issuer to, and each such Issuer shall, deliver to the Agent (A) an Acknowledgment and Consent substantially in the form provided in Exhibit 3(d)(ii)(A) (each an “Acknowledgment and Consent”) and (B) a Transaction Statement substantially in the form provided in Exhibit 3(d)(ii)(B) (each a “Transaction Statement”), confirming that such Issuer has registered the pledge effected by this Pledge Agreement on its books. Each Pledgor hereby authorizes and instructs each Issuer that is a party to this Pledge Agreement to comply with any instruction received by it from the Agent in writing that (y) states that an Event of Default has occurred and is continuing and (z) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor.

Acknowledgment and Consent; Authorization and Transaction Statements. If necessary to perfect the Collateral Agent’s security interest in any Pledged Collateral consisting of uncertificated Pledged Shares, concurrently with the execution of this Pledge Agreement, (i) each Pledgor shall send to each issuer of such uncertificated Pledged Shares (each an “Issuer”) an Authorization Statement substantially in the form provided in Exhibit 3(d)(i) (each an “Authorization Statement”) and (ii) such Pledgor shall cause each such Issuer to, and each such Issuer shall, deliver to the Collateral Agent (A) an Acknowledgment and Consent substantially in the form provided in Exhibit 3(d)(ii)(A) (each an “Acknowledgment and Consent”) and (B) a Transaction Statement substantially in the form provided in Exhibit 3(d)(ii)(B) (each a “Transaction Statement”), confirming that such Issuer has registered the pledge effected by this Pledge Agreement on its books. Each Pledgor hereby authorizes and instructs each Issuer that is a party to this Pledge Agreement to comply with any instruction received by it from the Collateral Agent in writing that (y) states that an Event of Default has occurred and is continuing and (z) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and such Pledgor agrees to indemnify such Issuer for any loss, damage or liability incurred by such Issuer in acting upon such instructions of the Collateral Agent.