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 Pledgors to Secured Party, for the benefit of the Lender Group, or Secured Party's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party, for the benefit of the Lender Group, 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 Secured Party. b. Upon the occurrence and during the continuance of an Event of Default, Secured Party, for the benefit of the Lender Group, shall have the right, at any time in its discretion and without notice to Pledgors, except to the extent required by applicable law, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time 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 Secured Party or a Pledgor (a "Holder"), then Pledgors shall immediately, at Secured Party's option, either cause such Collateral to be delivered into Secured Party'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 Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to (S)9115, or, on and after July 1, 2001 (S)9313 of the UCC or other applicable law governing the perfection of Secured Party's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. d. Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgors shall be so received or held in trust for Secured Party, for the benefit of the Lender Group, shall be segregated from other funds and property of Pledgors and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgors, if and to the extent they are not prohibited by the Financing Agreement, may be retained by Pledgors in accordance with Section 4 and used in the ordinary course of Pledgors' businesses. 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 such Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, for the benefit of the Lender Group, or otherwise cause Secured Party's security interest thereon to be perfected in accordance with applicable law.

Appears in 1 contract

Samples: Company Stock Pledge Agreement (Gart Sports Co)

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Delivery and Registration of Collateral. a. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgors Pledgor to Secured Party, for the benefit of the Lender Group, Party or Secured Party's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party, for the benefit of the Lender Group, Party 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 Secured Party. Secured Party hereby acknowledges that the applicable Gaming Laws of the State of Nevada require that the stock certificates or other instruments evidencing the Pledged Shares issued by FRI and FSI be held and maintained at all times at a location within the State of Nevada designated to the Nevada State Gaming Control Board and be available for inspection by agents or employees of the Nevada State Gaming Control Board as promptly as possible upon request during normal business hours. b. Upon (b) After the occurrence and during the continuance of an Event of Default, Secured Party, for the benefit of the Lender Group, Party shall have the right, at any time in its discretion and without notice to Pledgors, except to the extent required by applicable lawPledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. c. (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 Secured Party or a Pledgor (a "Holder"), then Pledgors Pledgor shall immediately, at Secured Party's option, either cause such Collateral to be delivered into Secured Party'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 Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to (S)9115, or, on and after July 1, 2001 (S)9313 Section 9-115 of the UCC Code or other applicable law governing the perfection of Secured Party's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. d. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgors Pledgor shall be so received or held in trust for Secured Party, for the benefit of the Lender Group, shall be segregated from other funds and property of Pledgors Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by PledgorsPledgor, if and to the extent they are not prohibited by the Financing Loan Agreement, may be retained by Pledgors Pledgor in accordance with Section 4 and used in the ordinary course of Pledgors' businessesPledgor's business. e. (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 such Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, for the benefit of the Lender Group, or otherwise cause Secured Party's security interest thereon to be perfected in accordance with applicable law.

Appears in 1 contract

Samples: Stock Pledge Agreement (Fitzgeralds Gaming Corp)

Delivery and Registration of Collateral. a. All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgors Pledgor to Secured Party, for the benefit of the Lender Group, or Secured Party's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party, for the benefit of the Lender Group, 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 Secured Party. b. Upon the occurrence and during the continuance of an Event of Default, Secured Party, for the benefit of the Lender Group, shall have the right, at any time in its discretion and without notice to PledgorsPledgor, except to the extent required by applicable law, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time 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 Secured Party or a Pledgor (a "Holder"), then Pledgors Pledgor shall immediately, at Secured Party's option, either cause such Collateral to be delivered into Secured Party'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 Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to (S)9115, or, on and after July 1, 2001 2001, (S)9313 of the UCC or other applicable law governing the perfection of Secured Party's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. d. Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgors Pledgor shall be so received or held in trust for Secured Party, for the benefit of the Lender Group, shall be segregated from other funds and property of Pledgors Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by PledgorsPledgor, if and to the extent they are not prohibited by the Financing Agreement, may be retained by Pledgors Pledgor in accordance with Section 4 and used in the ordinary course of Pledgors' businessesPledgor's business. 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 such Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, for the benefit of the Lender Group, or otherwise cause Secured Party's security interest thereon to be perfected in accordance with applicable law.

Appears in 1 contract

Samples: Parent Stock Pledge Agreement (Gart Sports Co)

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Delivery and Registration of Collateral. a. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgors each Pledgor to Secured Party, for the benefit of the Lender Group, Party or Secured Party's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party, for the benefit of the Lender Group, Party 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 Secured Party. Secured Party hereby acknowledges that the applicable Gaming Laws of the State of Nevada require that the stock certificates or other instruments evidencing the Pledged Shares issued by FLVI be held and maintained at all times at a location within the State of Nevada designated to the Nevada State Gaming Control Board and be available for inspection by agents or employees of the Nevada State Gaming Control Board as promptly as possible upon request during normal business hours. b. Upon (b) After the occurrence and during the continuance of an Event of Default, Secured Party, for the benefit of the Lender Group, Party shall have the right, at any time in its discretion and without notice to the Pledgors, except to the extent required by applicable law, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. c. (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 Secured Party or a the applicable Pledgor (a "Holder"), then Pledgors such Pledgor shall immediately, at Secured Party's option, either cause such Collateral to be delivered into Secured Party'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 Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to (S)9115, or, on and after July 1, 2001 (S)9313 Section 9-115 of the UCC Code or other applicable law governing the perfection of Secured Party's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. d. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgors any Pledgor shall be so received or held in trust for Secured Party, for the benefit of the Lender Group, shall be segregated from other funds and property of Pledgors such Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary endorsements; provided that cash dividends or distributions received by Pledgorssuch Pledgor, if and to the extent they are not prohibited by the Financing Loan Agreement, may be retained by Pledgors such Pledgor in accordance with Section 4 and used in the ordinary course of Pledgors' businessessuch Pledgor's business. e. (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 such the applicable Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, for the benefit of the Lender Group, or otherwise cause Secured Party's security interest thereon to be perfected in accordance with applicable law.

Appears in 1 contract

Samples: Pledge Agreement (Fitzgeralds Gaming Corp)

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