Common use of Priority of Security Interest; Further Assurances Clause in Contracts

Priority of Security Interest; Further Assurances. (a) Each Pledgor will at all times cause the security interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Collateral, enforceable as such against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor. (b) Each Pledgor will at any time and from time to time, at its own expense, promptly execute and deliver all further instruments and documents, and take all further actions, as may be necessary or desirable, or that the Pledgee may reasonably request, in order to (i) grant more effectively a security interest in favor of the Pledgee in all or any portion of the Collateral, (ii) maintain, preserve, or perfect the security interest and lien created or purported to be created by this Agreement and the first priority status of such security interest and lien, (iii) preserve and defend against any Person such Pledgor's title to the Collateral and the rights purported to be granted therein by this Agreement, (iv) enable the Pledgee to exercise and enforce its rights and remedies hereunder, or (v) carry out more effectively the purposes of this Agreement. If the issuer of Pledged Stock is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership of such Pledged Stock or permit a lien in favor of the Pledgee to be perfected by the possession by the Pledgee of the certificates representing such Pledged Stock, then the Pledgors will to the extent permitted by applicable law, record such lien on the stock register of such issuer, execute any customary stock pledge forms or other documents necessary to create, evidence or provide for the perfection of such lien and give the Pledgee the right to transfer such Pledged Stock under the terms hereof and provide to the Pledgee an opinion of counsel of such jurisdiction, in form and substance satisfactory to it, confirming the effectiveness, perfection and priority of such lien.

Priority of Security Interest; Further Assurances. (a) Each Pledgor will at all times cause the security interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Collateral, enforceable as such against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor. (b) Each Pledgor will at any time and from time to time, at its own expense, promptly execute and deliver all further instruments and documents, and take all further actions, as may be necessary or desirable, or that the Pledgee may reasonably request, in order to (i) grant i)grant more effectively a security interest in favor of the Pledgee in all or any portion of the Collateral, (ii) maintainii)maintain, preserve, or perfect the security interest and lien created or purported to be created by this Agreement and the first priority status of such security interest and lien, (iii) preserve iii)preserve and defend against any Person such Pledgor's title to the Collateral and the rights purported to be granted therein by this Agreement, (iv) enable iv)enable the Pledgee to exercise and enforce its rights and remedies hereunder, or (v) carry v)carry out more effectively the purposes of this Agreement. If the issuer Issuer of Pledged Stock is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership of such Pledged Stock or permit a lien in favor of the Pledgee to be perfected by the possession by the Pledgee of the certificates representing such Pledged Stock, Stock then the Pledgors will to the extent permitted by applicable law, record such lien on the stock register of such issuerthe Issuer, execute any customary stock pledge forms or other documents necessary to create, evidence or provide for the perfection of such lien and give the Pledgee the right to transfer such Pledged Stock under the terms hereof and provide to the Pledgee an opinion of counsel of such jurisdiction, in form and substance satisfactory to it, confirming the effectiveness, perfection and priority of such lien.

Priority of Security Interest; Further Assurances. (a) Each Pledgor will at all times cause the security interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Collateral, enforceable as such against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor. (b) Each Pledgor will at any time and from time to time, at its own expense, promptly execute and deliver all further instruments and documents, and take all further actions, as may be necessary or desirable, or that the Pledgee may reasonably request, in order to (i) grant more effectively a security interest in favor of the Pledgee in all or any portion of the Collateral, (ii) maintain, preserve, or perfect the security interest and lien created or purported to be created by this Agreement and the first priority status of such security interest and lien, (iii) preserve and defend against any Person such Pledgor's title to the Collateral and the rights purported to be granted therein by this Agreement, (iv) enable the Pledgee to exercise and enforce its rights and remedies hereunder, or (v) carry out more effectively the purposes of this Agreement. If the issuer of Pledged Stock is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership of such Pledged Stock or permit a lien in favor of the Pledgee to be perfected by the possession by the Pledgee of the certificates representing such Pledged Stock, then the Pledgors will to the extent permitted by applicable law, record such lien on the stock register of such issuer, execute any customary stock pledge forms or other documents necessary to create, evidence or provide for the perfection of such lien and give the Pledgee the right to transfer such Pledged Stock under the terms hereof and provide to the Pledgee an opinion of counsel of such jurisdiction, in form and substance satisfactory to it, confirming the effectiveness, perfection and priority of such lien.. 6.7