Common use of Collateral Certificate Clause in Contracts

Collateral Certificate. The transfer and assignment of the Collateral Certificate herein contemplated constitutes either (A) a sale of the Collateral Certificate, (B) a grant of a perfected security interest therein from Transferor to Issuer or (C) a grant of a perfected security interest therein from Transferor to Indenture Trustee. The Collateral Certificate has not been sold, transferred, assigned or pledged by Transferor to any Person other than pursuant to this Agreement. Immediately prior to the transfer and assignment herein contemplated, Transferor had good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others except for Liens permitted by Section 2.05(b) and, immediately upon the transfer thereof, Issuer shall have good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others or a first priority perfected security interest therein except for Liens permitted by Section 2.05(b); and the transfer has been perfected, by the filing of appropriate financing statements pursuant to the UCC, under the UCC. Transferor has no knowledge of any current statutory or other non-consensual liens to which the Collateral Certificate is subject. All actions necessary under the applicable UCC in any jurisdiction to be taken (A) to give Issuer a first priority perfected security interest or ownership interest in the Collateral Certificate except for Liens permitted by Section 2.05(b), and (B) to give Indenture Trustee a first priority perfected security interest in the Collateral Certificate (including, without limitation, UCC filings with each of the Delaware Secretary of State (Issuer as debtor) and Nebraska Secretary of State (Transferor as debtor)), in each case subject to any statutory or other nonconsensual liens with respect to the Collateral Certificate, have been taken. The representations made in this subsection (v) shall not be made on or after the Certificate Trust Termination Date.