Common use of Perfection of Uncertificated Securities Collateral Clause in Contracts

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, 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 Collateral Agent the right to transfer such Pledged Equity under the terms hereof, and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that 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 Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute any and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Administrative Agent the right to transfer such Pledged Equity Securities under the terms hereof, hereof and (iii) upon request by the Collateral Agent, provide to the Collateral Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are is in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity 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 security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuerannexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereofhereof and, and (iii) upon request by the Collateral Agentreasonable request, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged EquitySecurities, 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 Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereof, and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first second priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that 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 Equity are Securities are, at any time after the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute any and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Administrative Agent the right to transfer such Pledged Equity Securities under the terms hereof, hereof and (iii) upon request by the Collateral Agent, provide to the Collateral Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first third priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, law and the terms of the Intercreditor Agreement (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged EquitySecurities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Administrative Agent the right to transfer such Pledged Equity Securities under the terms hereofhereof and, and (iii) upon request by the Collateral Agentrequest, provide to the Collateral Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Administrative Agent, confirming such pledge and perfection thereofthereof and (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity 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, (i) cause the issuer to execute and deliver to the Collateral Administrative Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Administrative Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged EquitySecurities, 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 Collateral Administrative Agent the right to transfer such Pledged Equity Securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Administrative Agent, (A) cause the Organization Documents of each such 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 (B) cause such Pledged Securities to become certificated and delivered to the Collateral Administrative Agent an opinion in accordance with the provisions of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofSection 3.1 hereof.

Perfection of Uncertificated Securities Collateral. Each Subject to the completion of the actions set forth in Schedule 8.1.8(b) [Post-Closing Covenants] of the Credit Agreement (to the extent any are applicable), each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereofhereof subject to Permitted Liens. Each Pledgor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable lawlaw upon the request of the Administrative Agent, (i) cause the issuer to execute and deliver to the Collateral Administrative Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or with such other form that is modifications as are reasonably satisfactory to the Collateral AgentAdministrative Agent and such Pledgor, (ii) if necessary or desirable to perfect a security interest in such Pledged EquitySecurities, 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 Collateral Administrative Agent the right to transfer such Pledged Equity Securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral AgentAdministrative Agent use commercially reasonable efforts to, (A) cause the Organizational Documents of each such issuer that is a Subsidiary of the Parent 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 Collateral Administrative Agent an opinion in accordance with the provisions of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofSection 3.1 hereto.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any issuer of Pledged Securities is organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, or if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) record such pledge on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuerannexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereof, hereof and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Persons to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. Each Pledgor Grantor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law, (i) cause Law and upon the issuer to execute and deliver to the Collateral Agent an acknowledgment reasonable request of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, 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 reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereofhereof and, and (iii) upon request to the extent reasonably requested by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject to Permitted Encumbrances having priority under applicable Law and the Liens of the Pari Term Debt Agents (as defined in the Intercreditor Agreement)) in all uncertificated Pledged Equity Securities pledged by it hereunder that are is in existence on the date hereofhereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto (other than those consents which have already been obtained). Each Pledgor Subject only to the Liens of the Pari Term Debt Agents (as defined in the Intercreditor Agreement), each Grantor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor Grantor shall, to the extent permitted by applicable law, (i) cause Law and upon the issuer to execute and deliver to the Collateral Agent an acknowledgment reasonable request of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, 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 Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereof, and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereofhereof except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. Each Pledgor hereby agrees that if any issuer of Pledged Securities is organized in a jurisdiction that does not require the use of certificates to evidence equity ownership or any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, if necessary to perfect a security interest (subject to Permitted Liens) in such Pledged Securities, and subject to Section 2.2(c), cause such pledge to be recorded on the extent permitted by applicable lawequityholder register or the books of the issuer, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuerannexed hereto, execute any customary pledge forms or other documents reasonably necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereof, and (iii) upon request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that If any issuer of Pledged Securities is organized in a jurisdiction which does not permit the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that use of certificates to evidence equity ownership, or if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, shall (i) to the extent permitted by applicable lawlaw and except with respect to the CRDA Bonds, record such pledge on the equityholder register or the books of the issuer, (iii) except with respect to the CRDA Bonds, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agentannexed hereto, (iiiii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuer, file financing statements and execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereof, hereof and (iiiiv) upon request if requested by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof. No Pledgor will permit any Pledged Securities (including the CRDA Bonds) to be evidenced by certificates unless such Pledgor delivers such certificates to the Collateral Agent in accordance with the provisions of Section 3.1 hereof with respect thereto.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest having the priority specified in the Financing Orders in all uncertificated Pledged Equity Securities pledged by it hereunder that are is in existence on the date hereofhereof subject to no Liens other than Permitted Collateral Liens. Each Pledgor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, at the direction of the Agent and to the extent permitted by applicable law, law (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged EquitySecurities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Agent an acknowledgment of the pledge of such Pledged Securities in a form reasonably satisfactory to the Agent, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereofhereof and, and (iii) upon request by the Collateral Agentrequest, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofthereof or (ii) use its commercially reasonable efforts to cause such Pledged Securities to become certificated and delivered to the Agent or another Person designated in writing by the Agent in accordance with the provisions of Section 3.1.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are in existence on the date hereof, and both before and after the completion of all the Transaction Steps, subject to Permitted Priority Liens. Each Pledgor hereby agrees that if any of the Pledged Equity Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause such pledge to be recorded on the equity holder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Administrative Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuerannexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Administrative Agent the right to transfer such Pledged Equity Securities upon the occurrence and during the continuance of an Event of Default, under the terms hereofhereof and, and (iii) upon request by the Collateral Agentrequest, provide to the Collateral Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Administrative Agent, confirming such pledge and perfection thereof.

Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Equity Securities pledged by it hereunder that are is in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Equity 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 security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Equity Securities substantially in the form of Exhibit EXHIBIT 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Equity, cause such pledge to be recorded on the equityholder register or the books of the issuerannexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Equity Securities under the terms hereofhereof and, and (iii) upon request by the Collateral Agentrequest, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereofthereof and (ii) if reasonably requested by the Collateral Agent, use its commercially reasonable efforts to cause such Pledged Securities to become certificated and in the event such Pledged Securities become certificated, to deliver such Pledged Securities to the Collateral Agent in accordance with the provisions of SECTION 3.1.