Common use of Uncertificated Collateral Clause in Contracts

Uncertificated Collateral. With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the Administrative Agent) as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Agent that it has not received notice of any other Lien in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent and, after the Discharge of First Lien Obligations, the Collateral Agent), other than the Lien in favor of the Administrative Agent and (C) to agree in writing with such Grantor and the Collateral Agent that such issuer will after the Discharge of First Lien Obligations comply with instructions with respect to such Pledged Equity originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent.

Uncertificated Collateral. With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the Administrative Agent) as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Administrative Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Administrative Agent that it has not received notice of any other Lien in such Pledged Equity other than the Lien of the Revolving Credit Agent (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent and, after and the Discharge of First Lien Obligations, the Collateral Revolving Credit Agent), other than the Lien in favor of the Administrative Agent ) and (C) to agree in writing with such Grantor and the Collateral Administrative Agent that such issuer will after the Discharge of First Lien Obligations comply with instructions with respect to such Pledged Equity originated by the Collateral Administrative Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Uncertificated Collateral. With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the Administrative Agent) as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Agent that it has not received notice of any other Lien in such Pledged Equity other than Permitted Liens (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent and, after the Discharge of First Lien Obligations, the Collateral Agent), other than the Lien in favor of the Administrative Agent ) and (C) to agree in writing with such Grantor and the Collateral Agent that such issuer will after the Discharge of First Lien Obligations comply with instructions with respect to such Pledged Equity originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent agrees with each Grantor that it shall not give any such instructions unless an Event of Default has occurred and is continuing.

Uncertificated Collateral. With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings the Borrower and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the Administrative Agent) as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Administrative Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Administrative Agent that it has not received notice of any other Lien in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent and, after the Discharge of First Lien Obligations, the Collateral Agent), other than the Lien in favor of the Administrative Agent ) and (C) to agree in writing with such Grantor and the Collateral Administrative Agent that such issuer will after the Discharge of First Lien Obligations comply with instructions with respect to such Pledged Equity originated by the Collateral Administrative Agent without further consent of such Grantor, upon the occurrence and during the continuance of an Event of Default, such agreement to be in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Uncertificated Collateral. With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the Administrative Agent) as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Agent that it has not received notice of any other Lien in such Pledged Equity other than the Lien of the Revolving Credit Agent (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Collateral Agent and, after and the Discharge of First Lien Obligations, the Collateral Revolving Credit Agent), other than the Lien in favor of the Administrative Agent ) and (C) to agree in writing with such Grantor and the Collateral Agent that such issuer will after the Discharge of First Lien Obligations comply with instructions with respect to such Pledged Equity originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent.