Common use of Uncertificated Pledged Collateral Clause in Contracts

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liens.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of The Grantors will permit the Pledged Collateral is at any Agent from time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) time after the occurrence and during the continuance of any Event of Default, upon written request by to cause the Collateral Agent or the Lenders, appropriate issuers (A) cause (orand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral constituting Capital Stock with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated ▇▇▇▇ their books and delivered records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Collateral security interest of the Agent granted pursuant to this Agreement. After the occurrence and during the continuance of any Event of Default, upon request by the Agent, for the benefit Grantors will take any actions reasonably necessary to cause the issuers of uncertificated securities which are Pledged Collateral constituting Capital Stock with respect to which a Grantor owns more than 50% of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request Capital Stock of the issuer of such Pledged Collateral Agentto enter into agreements or other instruments to allow the Agent to have and retain “control” under the UCC over such Pledged Collateral. In the case of each Grantor which is an issuer of Pledged Collateral, each Credit Party hereby agrees that if such Grantor agrees, after the occurrence and during the continuance of any Event of Default, (i) to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms are at any time not evidenced by certificates of ownershipapplicable to it, such Credit Party shall, and shall cause (ii) promptly to note on its books the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” security interests granted to the Collateral Agent, for the benefit (iii) that it will comply with instructions of the Lenders, Agent with respect to such uncertificated the applicable Pledged Collateral or take (including all Equity Interests of such issuer) without further consent by such Grantor, and (iv) agrees to notify the Agent upon obtaining knowledge of any other action reasonably requested by interest in favor of any Person in the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such applicable Pledged Collateral except, with respect that is materially adverse to any equity interests the interest of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted LiensAgent therein.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers of uncertificated securities or the Lenders an acknowledgment other types of the pledge of such Pledged Collateral owned by it not represented by certificates to m▇▇▇ their books and an agreement that it will comply records with instructions originated the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory granted pursuant to the Collateral Agent or the Lenders, (ii) if necessary or desirable this Security Agreement. With respect to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request owned by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownershipit, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, Grantor will use any commercially reasonable efforts to cause the issuer thereof toissuers of uncertificated securities which are Pledged Collateral to cause the Collateral Agent to have and retain Control over such Pledged Collateral. (b) enter agreements granting Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Domestic Guarantor Subsidiary pledged hereunder that is represented by a certificate, shall be a “controlsecurity” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Collateral Agent, shall at all times hereafter be represented by a certificate, which shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction. (c) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Domestic Guarantor Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if simultaneously therewith the applicable Grantor delivers such certificate to the Collateral Agent, ). (d) In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the date hereof such Grantor shall concurrently therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the benefit filing of the Lenders, a financing statement (or an amendment to a financing statement) with respect to such the uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensso pledged.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if With respect to any of the Pledged Collateral is at any time not evidenced owned by certificates of ownershipit, then each applicable Credit Party shall, to the extent permitted by applicable law, such Grantor will (i) take any actions necessary to cause the issuers (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to causethat are Subsidiaries of such Grantor) the issuer to (x) cause such of uncertificated securities which are Pledged Collateral to constitute an “uncertificated security” (take such action as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral may request and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause any securities intermediary which is the issuer thereof to) holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter agreements granting “control” into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Issue Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the benefit filing of the Lenders, a financing statement (or an amendment to a financing statement) with respect to such the uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensso pledged.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral not represented by certificates to ▇▇▇▇ their books and records with the Lenders an acknowledgment numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the pledge Collateral Agent granted pursuant to this Security Agreement. Each Grantor will take any actions reasonably necessary to cause (a) the issuers of such uncertificated securities which are Pledged Collateral and an agreement that it will comply with instructions originated by (b) any securities intermediary which is the holder of any Pledged Collateral, to cause the Collateral Agent without further consent of to have and retain Control over such Credit Party Pledged Collateral. Without limiting the foregoing, each Grantor will, with respect to Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in a form that is and substance reasonably satisfactory to the Agents, giving the Collateral Agent Control. (b) Each Grantor hereby represents and warrants that the Equity Interests in a partnership and/or limited liability company (i) are not dealt in or the Lenderstraded on securities exchanges or in securities markets, (ii) if necessary or desirable to perfect a security interest are not "investment company securities" (as defined in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit Section 8-103(b) of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, Uniform Commercial Code) and (iii) after do not provide, in the occurrence and during related membership or partnership agreement, certificates, if any, representing such pledged interests in a partnership and/or limited liability company or otherwise, that they are securities governed by the continuance Uniform Commercial Code of any Event of Defaultjurisdiction. (c) Each Grantor hereby covenants and agrees that, upon without the prior express written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request consent of the Collateral Agent, each Credit Party hereby agrees that if it will not agree to any election by any partnership or limited liability company to treat the Equity Interests in a partnership and/or limited liability company as securities governed by the Uniform Commercial Code of any jurisdiction and in any event will promptly notify the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or Agent in writing if the issuer is not a Subsidiaryrepresentation set forth in Section 4.5(b) hereof becomes untrue for any reason and, use commercially reasonable efforts in such event, take such action as the Collateral Agent may request in order to cause the issuer thereof to) enter agreements granting “control” to establish the Collateral Agent, for 's "control" (within the benefit meaning of Section 8-106 of the Lenders, with respect to Uniform Commercial Code) over such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders Equity Interests in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensa partnership and/or limited liability company.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers that are Subsidiaries of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the Lenders an acknowledgment numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the pledge Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of such uncertificated securities which are Pledged Collateral and an agreement that it will comply with instructions originated by (b) any securities intermediary which is the Collateral Agent without further consent holder of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in any such Pledged Collateral, execute to cause the Collateral Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any customary pledge forms or Pledged Collateral issued by a Person other documents necessary or appropriate than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to complete cause (a) the pledge issuers of uncertificated securities which are Pledged Collateral and give (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Collateral Agent, for the benefit of the Lenders, the right with respect to transfer any such Pledged Collateral under the terms hereofheld with a securities intermediary, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by cause such securities intermediary to enter into a control agreement with the Collateral Agent or the LendersAgent, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, in form and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered substance satisfactory to the Collateral Agent, for giving the benefit Collateral Agent Control other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a “security” within the meaning of Article 8 of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request New York UCC and governed by Article 8 of the Collateral AgentUniform Commercial Code of the applicable jurisdiction and shall at all times hereafter be represented by a certificate, each Credit Party hereby which shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction. (c) Each Grantor further acknowledges and agrees that if (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, New York UCC and shall cause not be governed by Article 8 of the issuer thereof Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (or except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if promptly thereafter the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” applicable Grantor delivers such certificate to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liens).

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees Such Grantor will cause the appropriate issuers that are Subsidiaries (and, if any held with a securities intermediary, such securities intermediary) of the uncertificated securities or other types of Pledged Collateral is at any time owned by it not evidenced represented by certificates to m▇▇▇ their books and records with the numbers and face amounts of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to constitute an “uncertificated security” (as such term is defined in Article 9 reflect the Lien of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Lenders an acknowledgment Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of the pledge of such uncertificated securities which are Pledged Collateral and an agreement that it will comply with instructions originated by (b) any securities intermediary which is the Collateral Agent without further consent holder of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in any such Pledged Collateral, execute to cause the Collateral Agent to have and retain Control over such Pledged Collateral. With respect to any customary pledge forms or Pledged Collateral issued by a Person other documents necessary or appropriate than a Grantor included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to complete cause (a) the pledge issuers of uncertificated securities which are Pledged Collateral and give (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will with respect to any such Pledged Collateral held with a securities intermediary, to cause such securities intermediary to enter into a control agreement with the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, in form and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered substance satisfactory to the Collateral Agent, for giving the benefit Collateral Agent Control. (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate shall be a “security” within the meaning of Article 8 of the LendersNew York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of unless otherwise approved by the Collateral Agent, each Credit Party hereby shall at all times hereafter be represented by a certificate, which shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction. (c) Each Grantor further acknowledges and agrees that if (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, New York UCC and shall cause not be governed by Article 8 of the issuer thereof Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (or except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if promptly thereafter the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” applicable Grantor delivers such certificate to the Collateral Agent). (d) InSubject to Section 4.13 hereof, for in the benefit of event the Lendersinterests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date, such Grantor shall promptly cause to be filed in the applicable jurisdiction a financing statement (or an amendment to a financing statement) with respect to such the uncertificated Pledged Collateral or take any other action reasonably requested by interests so pledged and shall deliver promptly thereafter to the Collateral Agent a file stamped copy of each such financing statement or the Lenders in order amendment to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensa financing statement.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral is at owned by it, such Grantor will take any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts actions necessary to cause) cause the issuer to (x) cause such issuers of uncertificated securities which are Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to cause the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral to have and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in retain Control over such Pledged Collateral. (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Domestic Subsidiary pledged hereunder that is represented by a certificate, execute any customary pledge forms or other documents necessary or appropriate to complete shall be a “security” within the pledge meaning of Article 8 of the New York UCC and give governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Collateral Agent, for shall at all times hereafter be represented by a certificate, which shall be a “security” within the benefit meaning of Article 8 of the Lenders, New York UCC and governed by Article 8 of the right to transfer Uniform Commercial Code of such Pledged Collateral under jurisdiction. (c) Each Grantor further acknowledges and agrees that (i) the terms hereof, interests in any limited liability company or limited partnership that is a Domestic Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to causeii) the Organization Documents Grantors shall at no time elect to treat any such interest as a “security” within the meaning of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes Article 8 of the UCC, New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and (B) cause (or, issue any certificate representing such interest if simultaneously therewith the issuer is not a Subsidiary, use commercially reasonable efforts to cause) applicable Grantor delivers such Pledged Collateral to become certificated and delivered certificate to the Collateral Agent, ). (d) In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the date hereof such Grantor shall concurrently therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the benefit filing of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to a financing statement (or if the issuer is not an amendment to a Subsidiary, use commercially reasonable efforts to cause the issuer thereof tofinancing statement) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such the uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensso pledged.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees Such Grantor will cause the appropriate issuers that are Subsidiaries (and, if any held with a securities intermediary, such securities intermediary) of the uncertificated securities or other types of Pledged Collateral is at any time owned by it not evidenced represented by certificates to m▇▇▇ their books and records with the numbers and face amounts of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to constitute an “uncertificated security” (as such term is defined in Article 9 reflect the Lien of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Lenders an acknowledgment Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of the pledge of such uncertificated securities which are Pledged Collateral and an agreement that it will comply with instructions originated by (b) any securities intermediary which is the Collateral Agent without further consent holder of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in any such Pledged Collateral, execute to cause the Collateral Agent to have and retain Control over such Pledged Collateral. With respect to any customary pledge forms or Pledged Collateral issued by a Person other documents necessary or appropriate than a Grantor included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to complete cause (a) the pledge issuers of uncertificated securities which are Pledged Collateral and give (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will with respect to any such Pledged Collateral held with a securities intermediary, to cause such securities intermediary to enter into a control agreement with the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, in form and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered substance satisfactory to the Collateral Agent, for giving the benefit Collateral Agent Control. (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate shall be a “security” within the meaning of Article 8 of the LendersNew York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of unless otherwise approved by the Collateral Agent, each Credit Party hereby shall at all times hereafter be represented by a certificate, which shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction. (c) Each Grantor further acknowledges and agrees that if (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, New York UCC and shall cause not be governed by Article 8 of the issuer thereof Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (or except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if promptly thereafter the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” applicable Grantor delivers such certificate to the Collateral Agent). (d) In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date, for such Grantor shall promptly cause to be filed in the benefit of the Lenders, applicable jurisdiction a financing statement (or an amendment to a financing statement) with respect to such the uncertificated Pledged Collateral or take any other action reasonably requested by interests so pledged and shall deliver promptly thereafter to the Collateral Agent a file stamped copy of each such financing statement or the Lenders in order amendment to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liensa financing statement.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby The Grantor shall cause the appropriate issuers that are Subsidiaries of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. (b) The Grantor acknowledges and agrees that if each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a “security” within the meaning of Article 8 of the Pledged Collateral is New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and shall at any time not evidenced all times hereafter be represented by certificates a certificate, which shall be a “security” within the meaning of ownership, then each applicable Credit Party shall, to Article 8 of the extent permitted New York UCC and governed by applicable law, Article 8 of the Uniform Commercial Code of such jurisdiction. (c) The Grantor further acknowledges and agrees that (i) cause (or, if the issuer interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an certificate shall not be a “uncertificated security” (as such term is defined in within the meaning of Article 9 8 of the New York UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment shall not be governed by Article 8 of the pledge Uniform Commercial Code of such Pledged Collateral the applicable jurisdiction and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable the Grantor shall at no time elect to perfect treat any such interest as a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete “security” within the pledge and give the Collateral Agent, for the benefit meaning of Article 8 of the Lenders, New York UCC or issue any certificate representing such interest (except that the right Grantor may elect to transfer so treat any such Pledged Collateral under interest as a “security” and issue any certificate representing such interest if promptly thereafter the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each applicable Grantor delivers such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered certificate to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liens).