Common use of Delivery and Registration of Collateral Clause in Contracts

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Lender or Lender’s designee pursuant hereto at a location designated by Lender and shall be held by or on behalf of Lender pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. (b) After the occurrence of any one or more of the Events of Default, Lender shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuer (or of any other person maintaining records with respect to the Collateral) in the name of Lender or any of its nominees for the benefit of the Lender any or all of the Collateral. In addition, Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Lender or Pledgor (a “Holder”), then Pledgor shall immediately, at Lender’s option, either cause such Collateral to be delivered into Lender’s possession, or execute and deliver to such Holder a written notification/instruction, and take all other steps necessary to perfect the security interest of Lender for the benefit of the Lender in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to the Code or other applicable law governing the perfection of the security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for the Lender, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Lender for the benefit of the Lender in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the Lender. (e) If at any time and from time to time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the Lender, or otherwise cause the security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All Subject at all times to the terms and conditions of the Subordination Agreement, all certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor the Pledgors to the Lender or the Lender’s designee pursuant hereto at a location designated by the Lender and shall be held by or on behalf of the Lender pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instruments indorsement certificate in the form attached hereto as Exhibit A with respect to the Pledged Interest or other instrument of transfer or assignment in blank, all in form and substance satisfactory to the Lender. (b) After Upon the occurrence of any one or more an Event of Default and subject at all times to the terms and conditions of the Events of DefaultSubordination Agreement, the Lender shall have the right, at any time in its discretion and without notice to Pledgorthe Pledgors, to transfer to or to register on the books of the Issuer (or of any other person Person maintaining records with respect to the Collateral) in the name of the Lender or any of its nominees for the benefit of the Lender or designees any or all of the Collateral. In addition, subject at all times to the terms and conditions of the Subordination Agreement, the Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than the Lender or Pledgor the Pledgors (a “Holder”), then Pledgor the Pledgors shall immediatelypromptly, at the Lender’s optionoption and subject at all times to the terms and conditions of the Subordination Agreement, either cause such Collateral to be delivered into the Lender’s possession, or execute and deliver to cause such Holder to enter into a written notification/instructioncontrol agreement, in form and substance reasonably satisfactory to the Lender, and take all other steps deemed necessary by the Lender, and to the extent permitted in the Subordination Agreement, to perfect the security interest of Lender for the benefit of the Lender in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to Sections 9-106 and 9-313 of the Code or other applicable law governing the perfection of the Lender’s security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including excluding cash dividends, cash interest, and other cash distributions, in each case so long as an Event of Default is not then continuing) at any time received or held by Pledgor the Pledgors shall be so received or held in trust for the Lender, shall be segregated from other funds and property of Pledgor Lender and shall be forthwith promptly delivered to Lender for the benefit of the Lender in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, may be retained by Pledgor in accordance with this Section 3, subject at all times to the terms and used in conditions of the ordinary course of Pledgor’s business or as otherwise permitted by the LenderSubordination Agreement. (e) If at any time time, and from time to time time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor the Pledgors shall immediately promptly cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the Lender, or otherwise cause the Lender’s security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law, subject at all times to the terms and conditions of the Subordination Agreement.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Lender Purchaser or LenderPurchaser’s designee designees pursuant hereto to this Agreement at a location designated by Lender Purchaser and shall be held by or on behalf of Lender Purchaser pursuant heretoto this Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instruments instrument of transfer or assignment in blank, all in form and substance satisfactory to LenderPurchaser. (b) After Upon the occurrence and during the continuance of any one or more of the Events an Event of Default, Lender Purchaser shall have the right, at any time in its their discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuer Subsidiary (or of any other person Person maintaining records with respect to the Collateral) in the name of Lender Purchaser or any of its nominees for the benefit of the Lender any or all of the Collateral. In addition, Lender Purchaser shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, in the event this Section 3(b) is applicable to CGMR BVI, Purchaser’s rights shall be subject to the execution and delivery to CGMR BVI of a signed Deed of Adherence (as defined in the Shareholders’ Agreement), which Purchaser undertakes to execute. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Lender Purchaser or Pledgor (a “Holder”), then Pledgor shall immediately, at LenderPurchaser’s option, either cause such Collateral to be delivered into LenderPurchaser’s possession, or execute and deliver to cause such Holder to enter into a written notification/instructioncontrol agreement, in form and substance satisfactory to Purchaser, and take all other steps deemed necessary by Purchaser to perfect the security interest of Lender for the benefit of the Lender Purchaser in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to Sections 9-106 and 9-313 of the Uniform Commercial Code or other applicable law governing the perfection of the Purchaser’s security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for the LenderPurchaser, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Lender for the benefit of the Lender Purchaser in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, Pledgor may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the Lender4. (e) If at any time time, and from time to time time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the LenderPurchaser, or otherwise cause the Purchaser’s security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. With respect to each Pledgor: (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Lender Purchaser or LenderPurchaser’s designee designees pursuant hereto to this Agreement at a location designated by Lender Purchaser and shall be held by or on behalf of Lender Purchaser pursuant heretoto this Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instruments instrument of transfer or assignment in blank, all in form and substance satisfactory to LenderPurchaser. (b) After Upon the occurrence and during the continuance of any one or more of the Events an Event of Default, Lender Purchaser shall have the right, at any time in its their discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuer a subsidiary or company of Pledgor of which Pledged Interests are held (or of any other person Person maintaining records with respect to the Collateral) in the name of Lender Purchaser or any of its nominees for the benefit of the Lender any or all of the Collateral. In addition, Lender Purchaser shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, in the event this Section 3(b) is applicable to Wits Basin’s equity interest in CGMR BVI, Purchaser’s rights shall be subject to the execution and delivery to CGMR BVI of a signed Deed of Adherence (as defined in the Shareholders’ Agreement), which Purchaser undertakes to execute. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Lender Purchaser, Kenglo (who has agreed or will agree to the terms of an intercreditor agreement with Purchaser) or Pledgor (each, a “Holder”), then Pledgor shall immediately, at LenderPurchaser’s option, either cause such Collateral to be delivered into LenderPurchaser’s possession, or execute and deliver to cause such Holder to enter into a written notification/instructioncontrol agreement, in form and substance satisfactory to Purchaser, and take all other steps deemed necessary by Purchaser to perfect the security interest of Lender for the benefit of the Lender Purchaser in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to Sections 9-106 and 9-313 of the Uniform Commercial Code or other applicable law governing the perfection of the Purchaser’s security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for the LenderPurchaser, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Lender for the benefit of the Lender Purchaser in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, Pledgor may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the Lender4. (e) If at any time time, and from time to time time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the LenderPurchaser, or otherwise cause the Purchaser’s security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Lender Purchaser or LenderPurchaser’s designee designees pursuant hereto to this Agreement at a location designated by Lender Purchaser and shall be held by or on behalf of Lender Purchaser pursuant heretoto this Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instruments instrument of transfer or assignment in blank, all in form and substance satisfactory to LenderPurchaser. (b) After Upon the occurrence and during the continuance of any one or more of the Events an Event of Default, Lender Purchaser shall have the right, at any time in its their discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuer Subsidiary (or of any other person Person maintaining records with respect to the Collateral) in the name of Lender Purchaser or any of its nominees for the benefit of the Lender any or all of the Collateral. In addition, Lender Purchaser shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Lender Purchaser or Pledgor (a “Holder”), then Pledgor shall immediately, at LenderPurchaser’s option, either cause such Collateral to be delivered into LenderPurchaser’s possession, or execute and deliver to cause such Holder to enter into a written notification/instructioncontrol agreement, in form and substance satisfactory to Purchaser, and take all other steps deemed necessary by Purchaser to perfect the security interest of Lender for the benefit of the Lender Purchaser in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to Sections 9-106 and 9-313 of the Uniform Commercial Code or other applicable law governing the perfection of the Purchaser’s security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for the LenderPurchaser, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Lender for the benefit of the Lender Purchaser in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, Pledgor may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the Lender4. (e) If at any time time, and from time to time time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the LenderPurchaser, or otherwise cause the Purchaser’s security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All Subject at all times to the terms and conditions of the Subordination Agreement, all certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor the Pledgors to Lender or Lender’s designee pursuant hereto at a location designated by Lender and shall be held by or on behalf of Lender pursuant heretoBurnley, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instruments indorsement certificate in the form attached hereto as Exhibit A with respect to the Pledged Interest or other instrument of transfer or assignment in blank, all in form and substance satisfactory to the Lender. (b) After Upon the occurrence of any one or more an Event of Default and subject at all times to the terms and conditions of the Events of DefaultSubordination Agreement, the Lender shall have the right, at any time in its discretion and without notice to Pledgorthe Pledgors, to transfer to or to register on the books of the Issuer (or of any other person Person maintaining records with respect to the Collateral) in the name of the Lender or any of its nominees for the benefit of the Lender or designees any or all of the Collateral. In addition, subject at all times to the terms and conditions of the Subordination Agreement, the Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Lender Burnley or Pledgor the Pledgors (a “Holder”), then Pledgor the Pledgors shall immediatelypromptly, at the Lender’s optionoption and subject at all times to the terms and conditions of the Subordination Agreement, either cause such Collateral to be delivered into LenderBurnley’s possession, or execute and deliver to cause such Holder to enter into a written notification/instructioncontrol agreement, in form and substance reasonably satisfactory to the Lender, and take all other steps deemed necessary by the Lender, and to the extent permitted in the Subordination Agreement, to perfect the security interest of Lender for the benefit of the Lender in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to Sections 9-106 and 9-313 of the Code or other applicable law governing the perfection of the Lender’s security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including excluding cash dividends, cash interest, and other cash distributions, in each case so long as an Event of Default is not then continuing) at any time received or held by Pledgor the Pledgors shall be so received or held in trust for Burnley and the Lender, shall be segregated from other funds and property of Pledgor Lender and shall be forthwith promptly delivered to Lender for Burnley, subject at all times to the benefit terms and conditions of the Lender in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the LenderSubordination Agreement. (e) If at any time time, and from time to time time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor the Pledgors shall immediately promptly cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the Lender, or otherwise cause the Lender’s security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law, subject at all times to the terms and conditions of the Subordination Agreement.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor Grantor to Lender or Xxxxxx & Xxxx, LLP, counsel for the Lender’s designee , pursuant hereto at a location designated by Lender their offices located at 2800 Bank One Center, 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, Attn: I. Xxxxx Xxxxxxxx, Esq., and shall be held by or on behalf of Lender pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. (b) After the occurrence of any one or more of the Events of Default, Lender shall have the right, at any time in its discretion and without notice to Pledgorduring the continuance of an Event of Default, to transfer to or to register on the books of the Issuer (or of any other person Person maintaining records with respect to the Collateral) in the name of Lender or any of its nominees for the benefit of the Lender any or all of the Collateral. In addition, Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to timeduring the continuance of an Event of Default, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person person or entity other than Lender or Pledgor Grantor (a “"Holder”"), then Pledgor Grantor shall immediately, at Lender’s 's option, either cause such Collateral to be delivered into Lender’s 's possession, or execute and deliver to such Holder a written notification/instruction, and take all other steps necessary to perfect the security interest of Lender for the benefit of the Lender in such Collateral, including obtaining from such Holder a written acknowledgement acknowledgment that such Holder holds such Collateral for Lender for the benefit of the Lender, all pursuant to §§9-313 and 9-328 of the Code or other applicable law governing the perfection of the Lender's security interest of Lender for the benefit of the Lender in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement acknowledgment shall be in form and substance satisfactory to Lender. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for the Lender, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Lender for the benefit of the Lender in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Lender, may be retained by Pledgor in accordance with this Section 3, and used in the ordinary course of Pledgor’s business or as otherwise permitted by the Lender. (e) If at any time and from time to time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor Grantor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Lender for the benefit of the Lender, or otherwise cause the Lender's security interest of Lender for the benefit of the Lender thereon to be perfected in accordance with applicable law.