2.05.Delivery of Certificates, Instruments, Etc.
(a)Each Pledgor shall deliver to the Administrative Agent:
(i)all original shares of stock, certificates, instruments and other documents evidencing or representing Pledged Collateral of such Pledgor as of the date hereof (other than Pledged Collateral that this Pledge Agreement specifically permits such Pledgor to retain) concurrently with the execution and delivery of this Pledge Agreement (or such longer period as the Administrative Agent may agree in its sole discretion); and
(ii)the original shares of stock, certificates, instruments or other documents evidencing or representing Pledged Collateral of such Pledgor received after the date hereof (other than Pledged Collateral that this Pledge Agreement specifically permits such Pledgor to retain) within 90 days after such Pledgor’s receipt thereof (or such longer period as the Administrative Agent may agree in its sole discretion).
(b)All Pledged Securities delivered to the Administrative Agent shall be accompanied by duly signed but undated stock transfer forms.
2.06.Registration. At any time following the occurrence and during the continuance of an Acceleration Event, the Administrative Agent may cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees.
2.07.Authorization to File Financing Statements. Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any jurisdiction in which such Pledgor is “located” for purposes of the UCC any initial financing statements and amendments thereto that (a) describe the Pledged Collateral (i) as all assets of such Pledgor or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Pledgor is an organization, the type of organization and any organization identification number issued to such Pledgor. Each Pledgor agrees to furnish any such information to the Administrative Agent promptly upon request. Each Pledgor also ratifies its authorization for the Administrative Agent to have filed in any such jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
2.08.Control of Uncertificated Securities. Each Pledgor shall ensure at all times that the Administrative Agent has “control” for purposes of Section 8‑106 of the NYUCC of all uncertificated Equity Interests included within the Pledged Collateral. Each Pledgor pledging uncertificated Equity Interests deemed to be a security under Article 8 of the UCC shall cause the issuer of such Equity Interests to execute and deliver to the Administrative Agent on the date that such Pledgor enters into this Pledge Agreement (by execution of this Pledge Agreement as of the date hereof or by execution and delivery of an Accession Supplement, as the case may be), a consent in the form attached hereto as Exhibit B.
Section 3.Representations and Warranties
. Each Pledgor hereby represents and warrants to the Administrative Agent that:
3.01.Pledgor’s Legal Status. As of the Closing Date, (a) such Pledgor is an organization of the type, and is organized in the jurisdiction, set forth under such Pledgor’s name on Schedule 1 hereto or