Common use of Perfection of Uncertificated Securities Collateral Clause in Contracts

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof, subject only to Permitted Liens, and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or any other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities to the extent that such transfer is permitted under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject to the Intercreditor Agreement) in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent) in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the Organization Documents of the issuer of such Pledged Securities do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto (other than those consents which have already been obtained). Each Pledgor Subject only to the Liens of the ABL Collateral Agent, each Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the reasonable request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities Interests pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities Interests are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, promptly notify the Agent in writing, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities Interests under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first second priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, and provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has or will have upon the filing of the applicable financing statements described in Section 3.3, a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law Law and upon the request of the Agent, and if necessary or desirable to perfect a security interest in such uncertificated Pledged Securities, (a) cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to and (b) execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof (subject only to Permitted Encumbrances having priority by operation of applicable Law and except as otherwise provided in the Intercreditor Agreement) and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder equity holder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent Lender has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Lender or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Lender, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent Lender the right to transfer such Pledged Securities under the terms hereof andhereof, upon request, and provide to the Collateral Agent Lender an opinion of counsel, in form and substance reasonably satisfactory to the Collateral AgentLender, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof (subject to Permitted Encumbrances having priority by operation of law) and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Persons to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor The Grantor represents and warrants that the Collateral Agent Lender has a perfected first priority security interest in all uncertificated Pledged Securities Interests pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Lender or its designee to be substituted for the Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor The Grantor hereby agrees that if any of the Pledged Securities Interests are at any time not evidenced by certificates of ownership, then each applicable Pledgor the Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Lender, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent Lender the right to transfer such Pledged Securities Interests under the terms hereof and, upon request, provide to the Collateral Agent Lender an opinion of counsel, in form and substance reasonably satisfactory to the Collateral AgentLender, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon requestif requested by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Persons to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesApplicable Law and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject to the Intercreditor Agreement) in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right right, subject to the Intercreditor Agreement, to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities Interests pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities Interests are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities Interests under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities Interests pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities Interests are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities Interests under the terms hereof and, upon request, provide to the Collateral Agent (for the benefit of the Credit Parties) an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Persons to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the reasonable request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon requestto the extent reasonably requested by the Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or any other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has has, or will have upon the filing of applicable financing statements described in SECTION 3.3, a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law Law and upon the request of the Agent, and if necessary or desirable to perfect a security interest in such uncertificated Pledged Securities, (a) cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to and (b) execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority perfected security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Persons to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the reasonable request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to control (within the meaning of Section 8-106 of the UCC) of, if applicable, and transfer such Pledged Securities under the terms hereof and, upon requestto the extent reasonably requested by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and the perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged SecuritiesLaw and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereofof the Original Inventory and Accounts Security Agreement. Each Pledgor hereby agrees that if any issuer of Pledged Securities is organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, or if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law if necessary or desirable to perfect a security interest in such Pledged Securitieslaw, cause record such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and, upon request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofhereof.