Common use of Perfection of Uncertificated Securities Collateral Clause in Contracts

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and provide to the Administrative Agent an opinion of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are is in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable lawlaw (i) if necessary to perfect a first priority security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer (if controlled by such Pledgor or otherwise use commercially reasonable efforts to cause the issuer) to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and and, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books of the issuer, (i) cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the Borrower, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) cause the organization documents of each such Borrower that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent an opinion in accordance with the provisions of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereofSection 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are is in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities upon the occurrence and during the continuance of an Event of Default, under the terms hereof and and, upon request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Collateral Agent has a perfected first priority security interest (subject only to nonconsensual Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books of the issuer, (i) cause the issuer to execute and deliver to the Administrative Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed heretohereto or such other form that is reasonably satisfactory to the Collateral Agent, execute customary (ii) if necessary to perfect a security interest in such Pledged Securities, cause such pledge forms to be recorded on the equityholder register or other documents necessary or appropriate the books of the issuer and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to complete the pledge and give the Administrative Agent the right be amended to transfer provide that such Pledged Securities under shall be treated as “securities” for purposes of the terms hereof UCC and provide (B) cause such Pledged Securities to become certificated and delivered to the Administrative Collateral Agent an opinion in accordance with the provisions of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereofSection 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and provide to the Administrative Agent an opinion of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Collateral Agent has a perfected first perfected, first-priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities (other than Pledged Securities held as securities entitlements) are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable lawlaw (i) if necessary or desirable to perfect a security interest in such Pledged Securities or establish the priority thereof, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Collateral Agent the right to transfer such Pledged Securities under the terms hereof and and, upon request, provide to the Administrative Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Collateral Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable lawlaw (i) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and arid give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and and, upon request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that (i) the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and (ii) all Equity Interests in any limited liability company or limited partnership pledged by it hereunder that are in existence on the date hereof are “securities” governed by the uniform commercial code of an applicable jurisdiction. If after the date hereof any interest in any limited liability company or limited partnership agreementpledged hereunder becomes represented by a certificate, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretoagrees to deliver such certificate to the Agent in accordance with Section 3.1 hereof. Each Pledgor hereby agrees that if any of the Pledged Securities Equity Interests (other than those Equity Interests in any limited liability company or limited partnership that are not “securities” governed by the uniform commercial code of an applicable jurisdiction) pledged by it hereunder are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to upon the extent permitted by applicable law, cause such pledge to be recorded on the equityholder register or the books reasonable request of the issuerAgent, cause the issuer thereof to execute either (i) register the Agent as the registered owner thereof on the books and deliver to the Administrative Agent an acknowledgment of the pledge records of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, issuer or (ii) execute customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and provide to the Administrative Agent an opinion of counsel, agreement in form and substance reasonably satisfactory to the Administrative Agent, confirming pursuant to which such pledge and perfection thereofissuer agrees to comply with the Agent’s instructions with respect to such Equity Interests without further consent by such Pledgor.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Collateral Agent has a perfected first second priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Collateral Agent the right to transfer such Pledged Securities under the terms hereof hereof, and (iii) after the occurrence and during the continuance of any Event of Default, (A) cause the Organization Documents of each such issuer that is a Subsidiary of the Issuer to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Collateral Agent an opinion in accordance with the provisions of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereofSection 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof to the extent financing statements covering such uncertificated Pledged Securities have been properly filed in the appropriate jurisdictions, which security interest secures the payment and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent performance of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretoSecured Obligations. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and (ii) during the continuance of an Event of Default, upon written request by the Administrative Agent, (A) cause the constituent documents of each issuer whose Equity Interests are being pledged hereunder to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent an opinion in accordance with the provisions of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereofSection 3.1 hereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent Trustee has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged owned by it hereunder that are in existence such Pledgor on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, law (i) cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent Trustee an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, if necessary or desirable in the opinion of the Trustee, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent Trustee the right to transfer such Pledged Securities under the terms hereof and and, upon request, provide to the Administrative Agent Trustee an opinion of counsel, in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Trustee in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if anya) security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities constituting Uncertificated Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, cause such pledge (i) at the Administrative Agent’s request, either (A) if necessary or desireable to be recorded on the equityholder register or the books of the issuerperfect a security interest therein, cause the issuer of such Pledged Securities to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed heretohereto or such other form that is reasonably satisfactory to the Administrative Agent or (B) if necessary or desirable to perfect a security interest in such Pledged Securities, cause the Administrative Agent to be registered as the registered owner on the equityholder register or the books of the issuer, execute customary pledge forms any agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s “control” (as such term is defined in Section 8-106 of the UCC) with respect to such Pledged Securities or other documents necessary or appropriate to complete protect the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof hereof, and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) cause the Governing Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent an opinion in accordance with the provisions of counsel, in form and substance satisfactory to the Administrative Agent, confirming such pledge and perfection thereofSection 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority (subject to Permitted Liens, if any) security interest in all uncertificated Pledged Securities pledged by it hereunder that are is in existence on the date hereof and that the applicable partnership agreement, operating agreement or other organizational documents do not require the consent of the other shareholders, members, partners or other Person to permit the Administrative Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity owner, as applicable, theretohereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable lawlaw (i) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof and and, upon request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Agent in accordance with the provisions of Section 3.1.