Common use of Collateral Requirements Clause in Contracts

Collateral Requirements. The Company shall have delivered to the Collateral Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers that the Company or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the Purchasers, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery: (i) to each of the Purchasers, of the Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (ii) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (iii) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the Purchasers) evidencing any Collateral; (iv) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (v) to the Collateral Agent, of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vi) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Closing Date or as otherwise acceptable to the Purchasers listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located and the state and county jurisdictions in which such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral; (vii) to each of the Purchasers, of an opinion of counsel (which counsel shall be reasonably satisfactory to the Purchasers) with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Purchasers; and (viii) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers of payment or arrangements for payment by the Company of all applicable recording Taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing of, or the perfection of any Operative Document or otherwise in connection with the Collateral.

Collateral Requirements. The Company shall have delivered Delivery to the Collateral Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers that the Company or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the Purchasers, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include deliveryLender of: (ia) to each of the Purchasers, of the Pledge Agreement, the Security Agreement Agreement, the Deed of Trust and the Depositary Agreement, duly executed by each Credit Party and each other Person that is a party thereto; (iib) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated, in each case, in form and substance satisfactory to Lender; (iiic) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the PurchasersLender) evidencing any Collateral; (ivd) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral AgentLender’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) Accounts, all Letter-of-Credit Rights and all Investment Property of the Company Borrower (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement)) and all vehicles and other goods owned by Borrower where ownership is evidenced by a certificate of title, in each case, in form and substance satisfactory to Lender; (ve) to the Collateral Agent, of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vif) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days 30 days before the Closing Initial Borrowing Date or as otherwise acceptable to the Purchasers Lender, listing all effective financing statements, lien notices or comparable documents that name the Company and Borrower or Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person (i) the Project is located (in the case of fixture filings) and the state and county jurisdictions in which (ii) any such Person is organized (in the case of UCC searches) or maintains has its principal place of business (in the case of tax and such other searches that the Purchasers deem necessary or appropriatejudgment lien searches), none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) and showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral; (vii) to each of the Purchasers, of an opinion of counsel (which counsel shall be reasonably satisfactory to the Purchasers) with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Purchasers; and (viiig) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers Lender of payment or arrangements for payment by the Company Borrower of all applicable recording Taxestaxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing of, or the perfection of any Operative Document or otherwise in connection with the CollateralSecurity Document.

Collateral Requirements. The Company shall have delivered to the Collateral Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers that the Company or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the Purchasers, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery: (i) Subject to each of the Purchasers, of the Pledge AgreementSection 6.22, the Security Administrative Agent shall have received on the Effective Date (A) an executed counterpart to the Equity Pledge Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; Loan Party, (iiB) original stock or equivalent ownership certificates evidencing the equity interests pledged pursuant to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank Equity Pledge Agreement (to the extent such pledged equity interests are certificated; ), together with stock (iiior equivalent) to the Collateral Agentpowers undated and executed in blank by a Responsible Officer of such Loan Party, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the PurchasersC) evidencing any Collateral; (iv) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (v) to the Collateral Agent, of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings with the United States Patent and transmitting utility filings, Trademark Office and United States Copyright Office and such other documents agreements and documents, including Deposit Account Control Agreements, under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the PurchasersAdministrative Agent, desirable necessary to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect and (D) all intercompany notes valued in excess of $1,000,000 owing from the Administrative Borrower or any of its Subsidiaries to all UCC financing statements required any other Loan Party and notes valued in excess of $500,000 owing from any other Person to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vi) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Closing Date or as otherwise acceptable to the Purchasers listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located and the state and county jurisdictions in which such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral; (vii) to each of the Purchasers, of an opinion of counsel (which counsel shall be reasonably satisfactory to the Purchasers) with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably requestLoan Party, in each case case, together with instruments of transfer executed and delivered in form blank by a duly authorized officer of such Loan Party; provided that the conditions precedent set forth in clauses (B) and substance (D) may be satisfied by the receipt of reasonably satisfactory evidence that the applicable Collateral shall have been delivered to the PurchasersRevolving Credit Administrative Agent (who shall act as bailee for the Administrative Agent); and (viiiii) The Administrative Agent shall have received on the Effective Date Mortgages on all Real Property of the Loan Parties and the Mortgage Requirements set forth in clauses (iii) and (iv) of the definition of “Mortgage Requirements”, shall have been satisfied with respect to each Mortgage at the expense of the PurchasersLoan Parties; (provided that there shall be excluded from this clause (ii)(A) Excluded Real Property, of evidence reasonably satisfactory (B) any Borrowing Base Assets acquired by a Loan Party less than 90 days prior to the Purchasers Effective Date (other than as successor by merger, directly or indirectly, to any of payment or arrangements for payment the Transeastern JV Entities)) and (C) any Real Property acquired by the Company of all applicable recording TaxesTranseastern JV Entities less than 90 days prior to the Effective Date, stamp dutiesbut including the Real Property previously identified to the Administrative Agent as “Independence” and “Live Oak”, registration fees or chargeswhich are being acquired by the EH/Transeastern, filing costs and other similar expenses, if any, required to be paid in connection with LLC on the execution, delivery or filing of, or the perfection of any Operative Document or otherwise in connection with the CollateralEffective Date).

Collateral Requirements. The Company shall have delivered Delivery to the Collateral Administrative Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers Administrative Agent that the Company Borrowers or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the PurchasersAdministrative Agent, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include deliverydelivery to Administrative Agent of: (ia) to each of the Purchasers, of the Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (ii) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, the accompanied by instruments of transfer and membership interest stock powers undated and endorsed in blank to the extent such pledged interests are certificatedblank; (iiib) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the PurchasersAdministrative Agent) evidencing any Collateral; (ivc) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company Borrowers (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (vd) to the Collateral Agent, of (i) a UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vi) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each report of a date no less recent than ten 10 Business Days before the Closing Date or as otherwise acceptable to for each of the Purchasers listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located the UCC-1 financing statements and the state and county jurisdictions in which such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem necessary or appropriate, none of which encumber the Collateral covered or fixture filings are intended to be covered by filed in respect of the Collateral Documents (other than Permitted Liens) Collateral, showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, and (ii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements, fixture filings or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of any Liens on the Real Property which are exceptions to title in the Title Policy); (viie) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and, where appropriate, fixture filings or consignment filings, as the case may be, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of Administrative Agent, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to Administrative Agent that Borrowers have retained, at their sole cost and expense, a service provider acceptable to Administrative Agent for the tracking of all such financing statements and notification to Administrative Agent of, among other things, the upcoming lapse or expiration thereof; (f) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Borrowers as debtor and that are filed in those state and county jurisdictions in which any property of Borrowers are located and the Purchasersstate and county jurisdictions in which Borrowers are organized or maintains their principal place of business and such other searches that Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to Administrative Agent); (g) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) under the Purchasers) laws of the jurisdiction of organization of Borrowers and each other applicable grantor under a Collateral Document with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the PurchasersAdministrative Agent; and (viiih) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers Administrative Agent of payment or arrangements for payment by the Company Borrowers of all applicable recording Taxes, stamp dutiestaxes, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing ofdelivery, filing, or the perfection of any Operative Document or otherwise in connection with the Collateral, except to the extent that Borrowers have provided Administrative Agent with reasonably satisfactory assurances that such duties, fees, costs and charges, if any, will be paid in full from the proceeds of the initial Loan disbursement.

Collateral Requirements. The Company shall have delivered Delivery to the Collateral Administrative Agent and each Lender of the Purchasers evidence reasonably satisfactory to Administrative Agent and each Lender, to the Purchasers extent not otherwise satisfied pursuant to Section 3.1.24, that the Company or other applicable Lien grantor Borrower has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the PurchasersAdministrative Agent and each Lender, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such PersonBorrower’s rightsright, title and interest in and to the CollateralCollateral subject to Permitted Liens, Title Exceptions and CoBank’s Lien on the CoBank Equities. Such actions shall include deliverydelivery to Administrative Agent and each Lender of: (ia) to each of the Purchasers, of the The Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (iib) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (iiic) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the PurchasersAdministrative Agent and each Lender) evidencing any Collateral; (ivd) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company Borrower (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (ve) to the Collateral Agent, of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the PurchasersAdministrative Agent and each Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vif) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten 10 Business Days before the Closing Date or as otherwise acceptable to the Purchasers Administrative Agent and each Lender listing all effective financing statements, lien notices or comparable documents that name the Company Borrower and Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located and the state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem Administrative Agent and each Lender reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, (g) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); (viih) to each of the Purchasers, of an opinion of counsel (which counsel shall be reasonably satisfactory to the PurchasersAdministrative Agent and each Lender) with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the PurchasersAdministrative Agent and each Lender; and (viiii) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers Administrative Agent and each Lender of payment or arrangements for payment by the Company Borrower of all applicable recording Taxes, stamp dutiestaxes, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery delivery, or filing of, or the perfection of any Operative Document or otherwise in connection with the Collateral.

Collateral Requirements. The Company shall have delivered Delivery to the Collateral Administrative Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers Administrative Agent that the Company Borrowers or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the PurchasersAdministrative Agent, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include deliverydelivery to Administrative Agent of: (ia) to each of the Purchasers, of the Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (ii) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, the accompanied by instruments of transfer and membership interest stock powers undated and endorsed in blank to the extent such pledged interests are certificatedblank; (iiib) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the PurchasersAdministrative Agent) evidencing any Collateral; (ivc) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company Borrowers (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (vi) to the Collateral Agent, of a UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vi) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each report of a date no less recent than ten 10 Business Days before the Closing Date or as otherwise acceptable to for each of the Purchasers listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located the UCC-1 financing statements and the state and county jurisdictions in which such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem necessary or appropriate, none of which encumber the Collateral covered or fixture filings are intended to be covered by filed in respect of the Collateral Documents (other than Permitted Liens) Collateral, showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, and (ii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements, fixture filings or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of any Liens on the Real Property which are exceptions to title in the Title Policy); (viie) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and, where appropriate, fixture filings or consignment filings, as the case may be, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of Administrative Agent, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to Administrative Agent that Borrowers have retained, at their sole cost and expense, a service provider acceptable to Administrative Agent for the tracking of all such financing statements and notification to Administrative Agent of, among other things, the upcoming lapse or expiration thereof; (f) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Borrowers as debtor and that are filed in those state and county jurisdictions in which any property of Borrowers are located and the Purchasersstate and county jurisdictions in which Borrowers are organized or maintains their principal place of business and such other searches that Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to Administrative Agent); (g) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) under the Purchasers) laws of the jurisdiction of organization of Borrowers and each other applicable grantor under a Collateral Document with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the PurchasersAdministrative Agent; and (viiih) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers Administrative Agent of payment or arrangements for payment by the Company Borrowers of all applicable recording Taxes, stamp dutiestaxes, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing ofdelivery, filing, or the perfection of any Operative Document or otherwise in connection with the Collateral, except to the extent that Borrowers have provided Administrative Agent with reasonably satisfactory assurances that such duties, fees, costs and charges, if any, will be paid in full from the proceeds of the initial Loan disbursement.

Collateral Requirements. The Company Collateral Agent shall have delivered to the Collateral Agent and each of the Purchasers evidence reasonably satisfactory to the Purchasers that the Company or other applicable Lien grantor has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the Purchasers, desirable in order to create in favor of the Collateral Agent a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and received with respect to the Collateral. Such actions shall include delivery, on or prior to the Initial Closing Date: (ia) to each of the Purchasers, of the Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (ii) to the Collateral Agent, of all pledged securities, including all certificates, agreements or instruments instruments, to the extent they exist, representing or evidencing such pledged securities, the Equity Interests of the Subsidiary Guarantors referred to in the Security Documents accompanied by instruments of transfer and membership interest stock powers undated and endorsed in blank to the extent such pledged interests are certificatedblank; (iiib) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the Purchasers) evidencing any Collateral; (iv) to the Collateral Agent, of all other certificates, agreements, including control agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paperin, or other Lien on, all Instrumentschattel paper, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) instruments, all deposit accounts and all Investment Property investment property of the Company each Obligor (as each such term is defined in the Security Agreement and to the extent required by the Security Agreementany Transaction Document); (vc) to evidence of the Collateral Agent, filing of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings UCC and transmitting utility filings, and such other documents under recordings (including in any applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements non-U.S. jurisdiction) required to be filed pursuant made to the Credit Documentsperfect a security interest in, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among or other thingsLien on, the upcoming lapse or expiration thereof;Collateral, including those specified in the Security Documents; and (vid) to each of the Purchasers, of certified copies of UCC, tax and PTO, United States Copyright Office, tax, judgment lien searcheslien, bankruptcy and pending lawsuit searches or equivalent reports or searches, each as of a recent date no less recent than ten Business Days before the Closing Date or as otherwise acceptable to the Purchasers and listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor any Obligor as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located and the state and county jurisdictions jurisdiction in which such Person Obligor is organized or maintains its principal place of business business, and such other searches that or reports reveal no Liens on any of the Collateral except for (i) Liens discharged on or prior to the Initial Closing Date pursuant to documentation reasonably satisfactory to the Purchasers deem necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents and (ii) other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral; (vii) to each of the Purchasers, of an opinion of counsel (which counsel shall be Liens reasonably satisfactory to the Purchasers) with respect to the perfection of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Purchasers; and (viii) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers of payment or arrangements for payment by the Company of all applicable recording Taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing of, or the perfection of any Operative Document or otherwise in connection with the Collateral.

Collateral Requirements. The Company shall have delivered Delivery to the Collateral Agent and each Lender of the Purchasers evidence reasonably satisfactory to the Purchasers Lender that the Company or other applicable Lien grantor Borrower has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of the PurchasersLender, desirable in order to create in favor of the Collateral Agent Lender a valid and (upon such filing and recording) perfected first priority Lien in such PersonBorrower’s rights, title and interest in and to the CollateralPledged Collateral (as defined in the Borrower Security Agreement) related to the USB V Portfolio Pledgor. Such actions shall include deliverydelivery to Lender of: (ia) to each of the Purchasers, of the Pledge Agreement, the Security Agreement and the Depositary Agreement, duly executed by each Credit Party and each other Person party thereto; (ii) to the Collateral Agent, of all pledged securitiessecurities in respect of membership interests in the USB V Portfolio Pledgor, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (iiii) to the Collateral Agent, of all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the Purchasers) evidencing any Collateral; (iv) to the Collateral Agent, of all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts (other than the Cash Grant Account and the System Refund Account) and all Investment Property of the Company (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (v) to the Collateral Agent, of UCC financing statements in appropriate form for filing under the UCC, and, where appropriate, fixture filings and transmitting utility filings, and such other documents under applicable Legal Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the first priority Liens created, or purported to be created, by the Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Credit Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Purchasers of, among other things, the upcoming lapse or expiration thereof; (vi) to each of the Purchasers, of certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Closing USB V Holdback Release Date or as otherwise acceptable to the Purchasers Lender listing all effective financing statements, lien notices or comparable documents that name the Company and Pledgor Borrower or any USB V Portfolio Entity as debtor and that are filed in those state and county jurisdictions in which any property of such Person is located and the state and county jurisdictions in which such Person is organized or maintains its principal place of business and such other searches that the Purchasers deem Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Security Documents or the assets of the Portfolio Entities (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Collateral Security Documents, with respect to the Collateral, will be prior to all other financing statements, fixture filings statements or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral; , and (viiii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to each terminate any effective UCC financing statements or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of the Purchasers, of an opinion of counsel (which counsel shall be reasonably satisfactory Liens permitted to remain outstanding pursuant to the Purchasers) with respect to the perfection terms of the security interests in favor of the Collateral Agent in personal or mixed property Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Purchasersthis Agreement); and (viiic) to each of the Purchasers, of evidence reasonably satisfactory to the Purchasers Lender of payment or arrangements for payment by the Company Borrower of all applicable recording Taxestaxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the execution, delivery or filing of, or the perfection of any Operative Loan Document or otherwise in connection with the Collateral.