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 are in existence on the date hereof subject to no Liens other than Permitted Collateral Liens. 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, (i) 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 hereto or such other form that is reasonably satisfactory to the Collateral Agent, and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts to cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

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 are in existence on the date hereof subject to no Liens other than Permitted Collateral Liensthat constitute “uncertificated securities” (within the meaning of the UCC). Each Pledgor hereby agrees that if any of the Pledged Securities owned by it that are at issued by any time not evidenced by certificates Subsidiary of ownershipParent constitute “uncertificated securities” (within the meaning of the UCC), then each applicable such Pledgor shall, to the extent permitted by applicable law, if necessary or desirable to perfect a security interest in such Pledged Securities, (i) cause such pledge to be recorded on the issuer equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to execute complete the pledge and deliver give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and (ii) upon request by the Collateral Agent, provide to the Collateral Agent an acknowledgment opinion of the pledge of such Pledged Securities substantially counsel, in the form of Exhibit 1 hereto or such other form that is and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts to cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Issuer represents and warrants that upon the filing of the financing statements listed on Schedule 6 of the Perfection Certificate the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject to no Liens other than Permitted Collateral Lienshereof. Each Pledgor Issuer 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 such Issuer shall, to the extent permitted by applicable law, (i) record such pledge on the equityholder register or 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 hereto 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 other Pledged Securities under the terms hereof and provide to the Collateral Agent an opinion of counsel, in form that is and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts to cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1perfection thereof.

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 are in existence on the date hereof subject and that the applicable Organizational Documents do not require the consent of the other shareholders, members, partners or other Persons to no Liens permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other than Permitted Collateral Liensequity 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 lawlaw 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, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge and give the Collateral Agent the right to control (iwithin the meaning of Section 8-106 of the UCC) cause of, if applicable, and transfer such Pledged Securities under the issuer terms hereof and, to execute and deliver the extent reasonably requested by the Collateral Agent, provide to the Collateral Agent an acknowledgment opinion of the pledge of such Pledged Securities substantially counsel, in the form of Exhibit 1 hereto or such other form that is and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts to cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1perfection 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 are in existence on the date hereof hereof, subject to no Liens other than Permitted Collateral Liens. Each Subject to Permitted Liens, 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, subject to the terms of any Intercreditor Agreement that may be in effect from time to time, to the extent permitted by applicable law, (i) 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 hereto or such other form that is reasonably satisfactory to the Collateral Agent6 hereto, and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts cause such pledge to cause be recorded on the Organizational Documents of each such issuer that is a Subsidiary equityholder register or the books of the Borrower issuer, execute any customary pledge forms or other documents necessary or appropriate to be amended complete the pledge and give the Collateral Agent the right to provide that transfer such Pledged Securities shall be treated as “securities” for purposes of under the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1terms hereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority First Priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject to no Liens other than Permitted Collateral Lienshereof. 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, (i) 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 hereto annexed hereto, (ii) if necessary 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, 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 other Pledged Securities under the terms hereof, and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, and in form that is and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) use commercially reasonable efforts to cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) use commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1perfection thereof.