Common use of Certain Provisions Regarding Perfection of Security Interests Clause in Contracts

Certain Provisions Regarding Perfection of Security Interests. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 of this Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units from time to time leased to customers, “fixture filings” will not be made under the provisions of the UCC (or other Applicable Law) as in effect in the relevant jurisdiction, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties to provide the relevant information which would be required to make such filings. If any Loan Party becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Agent is noted. Furthermore, in the event the Agent or the Required Lenders reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdiction, each Loan Party shall promptly (and in any event within 30 days after its receipt of the respective request) following a request by the Agent or the Required Lenders, cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Agent or the Required Lenders) to issue, with respect to the Applicable Laws of a requested jurisdiction or jurisdictions, an opinion in form reasonably satisfactory to the Agent and the Required Lenders as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws of such jurisdiction or jurisdictions and, whether based thereon or upon the advice of their own counsel, if at any time the Agent or the Required Lenders inform any Loan Party that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law and further request that the actions described in this sentence be taken, then the Loan Parties shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Agent is noted; provided that unless an Event of Default has occurred and is continuing, the Agent or the Required Lenders shall not, in any event, request an opinion with respect to any one jurisdiction more than once in a calendar year.

Certain Provisions Regarding Perfection of Security Interests. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Credit Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 7.13 of this Credit Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction State in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units from time to time leased to customers, “"fixture filings” " will not be made under the provisions of the UCC (or other Applicable Law) Uniform Commercial Code as in effect in the relevant jurisdictionState, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties Borrower and its Subsidiaries to provide the relevant information which would be required to make such filings. If Notwithstanding the penultimate sentence of Section 7.13, if the Borrower or any Loan Party of its Subsidiaries becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then under applicable state law, the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party Borrower shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted. Furthermore, in the event the Administrative Agent or the Required Lenders reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdictionState, each Loan Party the Borrower shall promptly (and in any event within 30 days after its receipt of the respective request) following a request by the Administrative Agent or the Required Lenders, cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Administrative Agent or the Required Lenders) to issue, with respect to the Applicable Laws laws of a requested jurisdiction State or jurisdictionsStates, an opinion in form reasonably satisfactory to the Administrative Agent and the Required Lenders as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws laws of such jurisdiction State or jurisdictions States and, whether based thereon or upon the advice of their own counsel, if at any time the Administrative Agent or the Required Lenders inform any Loan Party the Borrower that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law applicable state law and further request that the actions described in this sentence be taken, then the Loan Parties Borrower shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted; provided PROVIDED that unless an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders shall not, in any event, request an opinion with respect to any one jurisdiction State more than once in a calendar year.. So long as Sections 7.18(a) and 8.12 of this Credit Agreement are complied with, the provisions of this Credit Agreement and the other Credit Documents shall be deemed modified to the extent necessary to permit the foregoing (and so that no violation of this Credit Agreement or the other Credit Documents exists or shall exist as a result of the actions permitted to be taken (or not

Certain Provisions Regarding Perfection of Security Interests. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Credit Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 7.13 of this Credit Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction State in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units from time to time leased to customers, “fixture filings” will not be made under the provisions of the UCC or the PPSA (or other Applicable Lawapplicable law) as in effect in the relevant jurisdiction, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties Borrower and its Subsidiaries to provide the relevant information which would be required to make such filings. If Notwithstanding the penultimate sentence of Section 7.13, if the Borrower or any Loan Party of its Subsidiaries becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then under applicable law, the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party Borrower shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted. Furthermore, in the event the Administrative Agent or the Required Lenders reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdiction, each Loan Party the Borrower shall promptly 158 (and in any event within 30 days after its receipt of the respective request) following a request by the Administrative Agent or the Required Lenders, cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Administrative Agent or the Required Lenders) to issue, with respect to the Applicable Laws laws of a requested jurisdiction or jurisdictions, an opinion in form reasonably satisfactory to the Administrative Agent and the Required Lenders as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws laws of such jurisdiction or jurisdictions and, whether based thereon or upon the advice of their own counsel, if at any time the Administrative Agent or the Required Lenders inform any Loan Party the Borrower that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law applicable law and further request that the actions described in this sentence be taken, then the Loan Parties Borrower shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted; provided that unless an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders shall not, in any event, request an opinion with respect to any one jurisdiction more than once in a calendar year. So long as Sections 7.18(a) and 8.12 of this Credit Agreement are complied with, the provisions of this Credit Agreement and the other Credit Documents shall be deemed modified to the extent necessary to permit the foregoing (and so that no violation of this Credit Agreement or the other Credit Documents exists or shall exist as a result of the actions permitted to be taken (or not taken) in accordance with the provisions of preceding clauses (i) and (ii) of the first sentence of this Section 11.19 unless and until (and then to the extent) required to be taken in accordance with the two preceding sentences) (including, without limitation, all conditions precedent, representations, warranties, covenants and other agreements herein and therein).

Certain Provisions Regarding Perfection of Security Interests. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 of this Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units from time to time leased to customers, “fixture filings” will not be made under the provisions of the UCC or the PPSA (or other Applicable Law) as in effect in the relevant jurisdiction, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties to provide the relevant information which would be required to make such filings. If any Loan Party becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Agent is noted. Furthermore, in the event the Agent or the Required Lenders reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdiction, each Loan Party shall promptly (and in any event within 30 days after its receipt of the respective request) following a request by the Agent or the Required Lenders, cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Agent or the Required Lenders) to issue, with respect to the Applicable Laws of a requested jurisdiction or jurisdictions, an opinion in form reasonably satisfactory to the Agent and the Required Lenders as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws of such jurisdiction or jurisdictions and, whether based thereon or upon the advice of their own counsel, if at any time the Agent or the Required Lenders inform any Loan Party that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law and further request that the actions described in this sentence be taken, then the Loan Parties shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Agent is noted; provided that unless an Event of Default has occurred and is continuing, the Agent or the Required Lenders shall not, in any event, request an opinion with respect to any one jurisdiction more than once in a calendar year.

Certain Provisions Regarding Perfection of Security Interests. Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Credit Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 7.13 of this Credit Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction State in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units (as defined in the Security Agreement) from time to time leased to customers, “"fixture filings” " will not be made under the provisions of the UCC (or other Applicable Law) Uniform Commercial Code as in effect in the relevant jurisdictionState, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties Borrower and its Subsidiaries to provide the relevant information which would be required to make such filings. If Notwithstanding the last sentence of Section 7.13, if the Borrower or any Loan Party of its Subsidiaries becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then under applicable state law, the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party Borrower shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted. Furthermore, in the event the Agent or the Required Lenders reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdictionState, each Loan Party the Borrower shall promptly (and in any event within 30 days after its receipt of the respective request) following a request by the Agent or the Required Lenders, cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Agent or the Required Lenders) to issue, with respect to the Applicable Laws laws of a requested jurisdiction State or jurisdictionsStates, an opinion in form reasonably satisfactory to the Agent and the Required Lenders as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws laws of such jurisdiction State or jurisdictions States and, whether based thereon or upon the advice of their own counsel, if at any time the Agent or the Required Lenders inform any Loan Party the Borrower that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law applicable state law and further request that the actions described in this sentence be taken, then the Loan Parties Borrower shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted; provided PROVIDED that unless an Event of Default has occurred and is continuing, the Agent or the Required Lenders shall not, in any event, request an opinion with respect to any one jurisdiction State more than once in a calendar year. So long as Sections 7.18(a) and 8.11 of this Credit Agreement are complied with, the provisions of this Credit Agreement and the other Credit Documents shall be deemed modified to the extent necessary to permit the foregoing (and so that no violation of this Credit Agreement or the other Credit Documents exists or shall exist as a result of the actions permitted to be taken (or not taken) in accordance with the provisions of preceding clauses (i) and (ii) of the first sentence of this Section 11.19 unless and until (and then to the extent) required to be taken in accordance with the two preceding sentences) (including, without limitation, all conditions precedent, representations, warranties, covenants and other agreements herein and therein).

Certain Provisions Regarding Perfection of Security Interests. Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan Credit Documents, the Lenders acknowledge and agree that, except to the extent that further actions are required to be taken in accordance with the terms of Section 10.1.18 7.13 of this Credit Agreement, (i) with respect to Non-Certificated Units from time to time held by the Unit Subsidiary, certificates of title have not been issued with respect thereto and, accordingly, no notation of a security interest has been made under the titling statutes of any jurisdiction State in connection therewith and (ii) except as otherwise agreed by the Administrative Borrower and the Agent, with respect to Units (as defined in the Security Agreement) from time to time leased to customers, “"fixture filings” " will not be made under the provisions of the UCC (or other Applicable Law) Uniform Commercial Code as in effect in the relevant jurisdictionState, both because of the administrative difficulty of ascertaining whether any such Unit is or becomes a fixture and the inability of the Loan Parties Borrower and its Subsidiaries to provide the relevant information which would be required to make such filings. If Notwithstanding the last sentence of Section 7.13, if the Borrower or any Loan Party of its Subsidiaries becomes aware that a Certificate of Title is required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then under applicable state law, the subject of a Stand-Alone Customer Capital Lease) owned by such Loan Party under Applicable Law, such Loan Party Borrower shall take all steps as may be necessary so that a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted. Furthermore, in the event the Administrative Agent or the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders) reasonably believes that Certificates of Title may be required to be issued in connection with Non-Certificated Units (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) located in any jurisdictionState, each Loan Party the Borrower shall promptly (and in any event within 30 days after its receipt of the respective request) following a request by the Administrative Agent or the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders), cause special counsel or special counsels designated by it (who shall be reasonably acceptable to the Administrative Agent or the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders)) to issue, with respect to the Applicable Laws laws of a requested jurisdiction State or jurisdictionsStates, an opinion in form reasonably satisfactory to the Administrative Agent and the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders) as to whether Certificates of Title are required to be issued with respect to any Non-Certificated Units under the Applicable Laws laws of such jurisdiction State or jurisdictions States and, whether based thereon or upon the advice of their own counsel, if at any time the Administrative Agent or the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders) inform any Loan Party the Borrower that they in good faith believe that Certificates of Title are required to be issued with respect to any Non-Certificated Unit (other than Non-Certificated Units that are then the subject of a Stand-Alone Customer Capital Lease) under Applicable Law applicable state law and further request that the actions described in this sentence be taken, then the Loan Parties Borrower shall take all steps as may be necessary so that, within 90 days from the date of the respective request, a certificate of title is issued with respect thereto, on which the security interest of the Collateral Agent is noted; provided that unless an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders (or, after the Revolving Credit Termination Date, the Requisite Lenders) shall not, in any event, request an opinion with respect to any one jurisdiction State more than once in a calendar year. So long as Sections 7.18(a) and 8.11 of this Credit Agreement are complied with, the provisions of this Credit Agreement and the other Credit Documents shall be deemed modified to the extent necessary to permit the foregoing (and so that no violation of this Credit Agreement or the other Credit Documents exists or shall exist as a result of the actions permitted to be taken (or not taken) in accordance with the provisions of preceding clauses (i) and (ii) of the first sentence of this Section 11.19 unless and until (and then to the extent) required to be taken in accordance with the two preceding sentences) (including, without limitation, all conditions precedent, representations, warranties, covenants and other agreements herein and therein).