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 security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof. 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 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, 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 thereof 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 security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof. 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) if necessary to perfect a first priority security interest in such Pledged Securitiesat the Administrative Agent’s request, cause such pledge to be recorded on the equityholder register or the books of the issuer, either (A) cause the issuer (if controlled by of such Pledgor or otherwise use commercially reasonable efforts to cause the issuer) 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 such pledge to be recorded on the equityholder register or the books of the issuer, 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 andhereof, and (ii) after the occurrence and during the continuance of any Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to request by the Administrative Agent, confirming (A) cause the Governing Documents of each such pledge and perfection thereof 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 (iiB) 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 security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof 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 (i) if necessary to perfect a first priority security interest in such Pledged Securitieslaw, 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, upon the Administrative Agent’s reasonable request, and 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 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 3.1thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities Interests pledged by it hereunder that is are in existence on the date hereofhereof (subject to Permitted Encumbrances having priority over the Lien of the Agent by operation of applicable Law). Each Pledgor Grantor hereby agrees that if any of the Pledged Securities Interests are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law (i) if necessary to perfect a first priority security interest in such Pledged SecuritiesLaw and upon the request of the Agent, 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 reasonably requested to complete the pledge pledge, and shall otherwise comply with the provisions of SECTION 5.1 hereof, and give the Administrative Agent the right to transfer such Pledged Securities Interests under the terms hereof and, upon the Administrative Agent’s reasonable request, and 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 thereof. Each Grantor hereby represents and (ii) use its commercially reasonable efforts to cause warrants that no uncertificated Pledged Interests is a “security” for purposes of Article 8 of the UCC of the jurisdiction of organization of the issuer of such Pledged Securities Interests. Each Grantor agrees that it shall not opt to become certificated and delivered to have any uncertificated Pledged Interests be treated as a “security” for purposes of Article 8 of the Administrative Agent in accordance with UCC of the provisions jurisdiction of Section 3.1organization of the issuer of such Pledged Interests.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities issued by a Subsidiary of the Borrower are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law law, (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 heretohereto or such other form that is reasonably satisfactory to the Administrative Agent, (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, 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 andhereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to request by the Administrative Agent, confirming (A) cause the Organization Documents of each such pledge and perfection thereof 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 (iiB) 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 security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof 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 performance of the Secured 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 law, (i) if necessary or desirable 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 andand (ii) during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to written request by the Administrative Agent, confirming (A) cause the constituent documents of each issuer whose Equity Interests are being pledged hereunder to be amended to provide that such pledge and perfection thereof Pledged Securities shall be treated as “securities” for purposes of the UCC and (iiB) 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 3.13.1 hereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof, subject only to Permitted Liens. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law law, (i) if necessary or desirable to perfect a first priority security interest in such Pledged Securities, upon reasonable request by the Administrative Agent, 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 andhereof, and (ii) after the occurrence and during the continuance of any Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to request by the Administrative Agent, confirming (A) cause the Organization Documents of each such pledge and perfection thereof 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 (iiB) 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 3.13.1 hereof; provided that the requirements of this sentence shall apply only to the Pledge Securities of issuers that are Subsidiaries.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Collateral Agent has a perfected first perfected, first-priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof. 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 law (i) if necessary or desirable to perfect a first priority security interest in such Pledged SecuritiesSecurities or establish the priority thereof, 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 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, upon the Administrative Agent’s reasonable 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 thereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Administrative Collateral Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. (a) Each Pledgor represents and warrants that that, upon the proper filing of UCC financing statements, the Administrative Agent has shall have a perfected first priority security interest (subject to Liens permitted by Section 6.03 of the Credit Agreement) in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereofhereof to the extent perfection can be obtained by the filing of UCC financing statements. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownershipownership (other than due to a loss of a certificate by the Administrative Agent), then each applicable Pledgor shall, to the extent permitted by applicable law law, (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 of Pledged Securities is not a party to this Agreement, use commercially reasonable efforts to cause the issuer) 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 hereto, execute any customary pledge forms hereto or such 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, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance that is reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereof Agent and (ii) use its commercially reasonable efforts after the occurrence and during the continuance of any Event of Default, upon written request by the Administrative Agent, (A) cause the organizational documents of each such issuer that is a Subsidiary of the Borrower that is a limited liability company or limited partnership 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 in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Except as expressly set forth on Schedule 6.17 of the Credit Agreement with respect to post-Closing Date deliverables, each Pledgor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof. 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) 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 heretohereto with such modifications as are reasonably satisfactory to the Administrative Agent and such Pledgor, (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, 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 andhereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to request by the Administrative Agent, confirming (A) cause the Organization Documents of each such pledge and perfection thereof 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 (iiB) 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 Grantor represents and warrants that that, subject to the Administrative Intercreditor Agreement, the Collateral Agent has a perfected first priority First Priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof. Each Pledgor Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownershipthat, then each applicable Pledgor shall, subject to the extent permitted Intercreditor Agreement, if reasonably requested by applicable law (i) if necessary to perfect a first priority security interest in such Pledged Securitiesthe Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause request 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 cause such Pledged Securities under to become certificated and in the terms hereof andevent such Pledged Securities become certificated, to deliver such Pledged Securities to the Collateral Agent in accordance with the provisions of Section 3.01. Each Grantor hereby agrees, with respect to Pledged Securities that are partnership interests or limited liability company interests, that after the occurrence and during the continuance of any Event of Default, subject to the Intercreditor Agreement, upon request by the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Collateral Agent, confirming such pledge and perfection thereof Grantor will (A) cause the Organizational Documents of each issuer that is a Subsidiary of a Grantor to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (iiB) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Administrative Collateral Agent in accordance with the provisions of Section 3.13.01.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that (i) the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is 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 pledged hereunder becomes represented by a certificate, the applicable Pledgor agrees 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 (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 reasonable request of the issuerAgent, cause the issuer thereof to either (if controlled by such Pledgor or otherwise use commercially reasonable efforts to cause i) register the issuer) to execute 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 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, upon the Administrative Agent’s reasonable request, 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 thereof and (ii) use its commercially reasonable efforts issuer agrees to cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance comply with the provisions of Section 3.1Agent’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 Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities that are “securities” for purposes of the UCC are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law law, (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 heretohereto or such other form that is reasonably satisfactory to the Administrative Agent, (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, 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 andhereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon the Administrative Agent’s reasonable request, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to request by the Administrative Agent, confirming (A) cause the Organization Documents of each such pledge and perfection thereof issuer that is a Subsidiary of any Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (iiB) 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 3.13.1 hereof.