Common use of Certificates and Instruments Clause in Contracts

Certificates and Instruments. Each Pledgor hereby covenants and agrees that, if such Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Equity Interests, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Pledgor Obligations. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder shall be represented by a certificate and, in the Organizational Documents of the applicable Subsidiary, the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization (and all certificates representing such Pledged Equity Interests (and any additional Pledged Equity Interests acquired or issued after the Closing Date) shall have been delivered to the Collateral Agent, together with duly executed instruments of transfer or assignment in blank).

Certificates and Instruments. Each Pledgor hereby covenants and agrees that, if such Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Equity Interests, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Pledgor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Pledgor Obligations. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder shall be represented by a certificate and, in the Organizational Documents of the applicable Subsidiary, the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization (and all certificates representing such Pledged Equity Interests (and any additional Pledged Equity Interests acquired or issued after the Closing Date) shall have been delivered to the Collateral Agent, together with duly executed instruments of transfer or assignment in blank).

Certificates and Instruments. Each Pledgor hereby covenants and agrees that, if such (a) The Pledgor shall become entitled deliver all certificates or other documents representing the Pledged Collateral to receive the Collateral Agent with all necessary and appropriate instruments of transfer or shall receive assignment duly endorsed in blank on the Closing Date. In the event the Pledgor obtains possession of any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital certificates or any certificate issued in connection with any reorganization), option securities or rights in respect instruments forming a part of the Pledged Equity InterestsCollateral, whether the Pledgor shall promptly deliver the same to the Collateral Agent together with all necessary and appropriate instruments of transfer or assignment duly endorsed in addition to, in substitution of, as a conversion of, or in exchange forblank. Prior to any such delivery, any shares of Pledged Collateral in the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor’s possession shall be held by the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and Agent. (b) If any of the Pledged Collateral shall become evidenced or represented by any Certificated Security, Pledgor shall immediately deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Pledgor Certificated Security to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed endorsed in blank by such Pledgor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Pledgor Obligations. Unless otherwise consented to by the Collateral Agent, Pledged Equity Interests required to be pledged hereunder shall be represented by a certificate and, in the Organizational Documents of the applicable Subsidiary, the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization (and all certificates representing such Pledged Equity Interests (and any additional Pledged Equity Interests acquired or issued after the Closing Date) shall have been delivered manner satisfactory to the Collateral Agent, together with duly executed instruments to be held as Pledged Collateral pursuant to this Agreement. (c) If any of the Pledged Collateral shall become evidenced or represented by an Uncertificated Security, Pledgor shall cause the Borrower either (i) to register the Collateral Agent as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or assignment (ii) to agree in blank)writing with the Pledgor and the Collateral Agent that the Borrower will comply with instructions with respect to such Uncertificated Security originated by the Collateral Agent without further consent of the Pledgor, such agreement to be in form and substance reasonably satisfactory to it.