Uncertificated Pledged Collateral Sample Clauses

Uncertificated Pledged Collateral. Upon the written request of the Administrative Agent, such Grantor will from time to time cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Agreement. With respect to any Pledged Collateral owned by it, upon the written request of the Administrative Agent, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control.

Uncertificated Pledged Collateral. Each Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, the Grantors will, with respect to Pledged Collateral held with a securities intermediary having a value in excess of $150,000 individually, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control.

Uncertificated Pledged Collateral. The Grantor will use commercially reasonable efforts necessary to cause, upon the request of the Holder, the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities constituting Collateral hereunder or other types of Pledged Collateral owned by the Grantor not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral owned by the Grantor not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Holder granted pursuant to this Agreement. With respect to any Pledged Collateral owned by it, the Grantor will, upon the request of the Holder, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Collateral, to cause the Holder to have and retain Control over such Pledged Collateral.

Uncertificated Pledged Collateral. (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Unless otherwise consented to by the Term Collateral Agent, Capital Stock required to be pledged hereunder in any Subsidiary (other than a Foreign Subsidiary) that is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented by a certificate, and in the organizational documents of such entity, the applicable Grantor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the UCC: “The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.” or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the UCC and shall not be represented by a certificate.

Uncertificated Pledged Collateral. (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Lenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on suc...

Uncertificated Pledged Collateral. Unless otherwise consented to by the Credit Facility Agent with respect to the Credit Agreement Security Agreement, Equity Interests required to be pledged hereunder in any Domestic Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented by a certificate, and in the organizational documents of such entity, the applicable Grantor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable or (ii) not be represented by a certificate and the applicable Grantor shall cause the issuer of such interests not to have elected to treat such interests as a “security” within the meaning of Article 8 of the UCC.

Uncertificated Pledged Collateral. In addition to anything contained in Sections 3.1 and 3.2 hereof, if any Pledged Collateral (whether now owned or hereafter acquired) is not certificated or becomes an uncertificated security, the Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required to perfect the security interest and pledge in favor of the Pledgee under applicable law (including, in any event, any action required or appropriate under this Agreement or the Code). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effectuate the foregoing and to permit the Pledgee to exercise any of its rights and remedies hereunder.

Uncertificated Pledged Collateral. Upon the payment in full of all Senior Obligations and the release and termination of all Senior Liens, Grantor shall permit the Secured Party from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the lien of the Secured Party granted pursuant to this Security Agreement. Upon the payment in full of all Senior Obligations and the release and termination of all Senior Liens, with respect to any Pledged Collateral owned by it, Grantor shall take any actions necessary to cause (1) the issuers of uncertificated securities which are Pledged Collateral, and (2) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Secured Party to have and retain Control over such Pledged Collateral. Without limiting the foregoing, upon the payment in full of all Senior Obligations and the release and termination of all Senior Liens, such Grantor shall, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Secured Party, in form and substance satisfactory to the Secured Party, giving the Secured Party Control.