Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, within the time periods required by the Credit Agreement, be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 2 contracts
Samples: Security Agreement (Lenox Group Inc), Security Agreement (Department 56 Inc)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that that, subject to Section 4.01(n) of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Collateral Agent has or contemporaneously herewith shall have a valid, enforceable, perfected first priority security interest thereintherein (subject to Permitted Liens). Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, hereof shall promptly (but in any event within the time periods required thirty (30) days after receipt thereof by the Credit Agreement, such Pledgor) be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Collateral Agent. The Administrative Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 2 contracts
Samples: Pledge and Security Agreement (HC2 Holdings, Inc.), Pledge and Security Agreement (HC2 Holdings, Inc.)
Delivery of Certificated Securities Collateral. Each Pledgor Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank or the applicable Grantor has otherwise satisfied the requirements of SECTION 4.4(b), and that as of the Administrative date hereof the Agent has or contemporaneously herewith shall have a perfected first priority security interest therein. Each Pledgor Grantor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor Grantor after the date hereof, shall, shall promptly (and in any event within the time periods required five (5) Business Days) upon receipt thereof by the Credit Agreement, such Grantor be delivered to and held by or on behalf of the Administrative Agent pursuant heretohereto or the applicable Grantor has otherwise satisfied the requirements of SECTION 4.4(b) with respect thereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, at any time upon the Administrative occurrence and during the continuance of any Event of Default, the Agent shall have the right at any time with written notice to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations, accompanied by instruments of transfer or assignment and letters of direction duly executed in blank.
Appears in 2 contracts
Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Sears Hometown & Outlet Stores, Inc.)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest thereintherein (subject only to Permitted Liens) under the UCC. Each Pledgor hereby agrees that all certificates, agreements certificates or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, hereof shall promptly (but in any event within the time periods required 90 days after acquisition thereof by such Pledgor or such longer period as may be agreed to in writing by the Credit Agreement, Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 2 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that that, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, hereof shall promptly (but in any event within ten days (or such longer period as may be acceptable to the time periods required Administrative Agent) after receipt thereof by the Credit Agreement, such Pledgor) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 2 contracts
Samples: Credit Agreement (Vonage Holdings Corp), Credit Agreement (Vonage Holdings Corp)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof hereof, subject to Section 3.4(a), have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest thereintherein (subject only to Permitted Liens). Each Pledgor hereby agrees that all certificates, agreements certificates or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, hereof shall, subject to Section 3.4(a), promptly (but in any event within the time periods required thirty (30) days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Credit Agreement, Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
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Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest therein, which security interest secures the payment and performance of the Secured Obligations. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, within the time periods required by the Credit Agreement, hereof shall be delivered to and the Administrative Agent (to be held by or on behalf of the Administrative Agent pursuant hereto) prior to any Eligible Property owned or leased by the issuer of such Securities Collateral being included in the calculation of the Borrowing Base and treated as a Borrowing Base Property under the Credit Agreement. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital Trust V, Inc.)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Collateral Agent has or contemporaneously herewith shall have a valid and enforceable perfected first priority security interest thereintherein (subject to Permitted Liens). Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, hereof shall promptly (and in any event within the time periods required five Business Days or such longer period as may be agreed to in writing by the Credit Agreement, Collateral Agent in its sole discretion) upon receipt thereof by such Pledgor be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Collateral Agent. The Administrative Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, the Administrative Collateral Agent shall have the right right, at any time in its reasonable discretion, to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof Original Closing Date, subject to Section 3.4(a), have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest thereintherein (subject only to Permitted Liens). Each Pledgor hereby agrees that all certificates, agreements certificates or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, Original Closing Date shall, subject to Section 3.4(a), promptly (but in any event within the time periods required thirty (30) days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Credit Agreement, Administrative Agent in its sole discretion) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract
Samples: Security Agreement (Wendy's Co)
Delivery of Certificated Securities Collateral. Each Except as provided in Section 8.1.8 of the Credit Agreement, each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest thereintherein subject to Permitted Liens. Each Except as provided in Section 8.1.11, each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereofhereof shall promptly (but in any event within ten days after receipt thereof by such Pledgor, shall, within or such later date as the time periods required by the Credit Agreement, Administrative Agent may approve) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral Collateral, if any, in existence on the date hereof have been or contemporaneously herewith will be delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has or contemporaneously herewith shall have a perfected first priority security interest therein, subject only to Permitted Collateral Liens. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof, shall, hereof shall promptly (and in any event within the time periods required 30 days) upon receipt thereof by the Credit Agreement, such Pledgor be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all blank and in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract
Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral (other than Distributions in the form of Instruments) in existence on the date hereof Amendment and Restatement Effective Date have been or contemporaneously herewith will be delivered to the Administrative Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Collateral Agent has or contemporaneously herewith shall have a perfected first priority First Priority security interest (subject to Permitted Collateral Liens) therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral (other than Distributions in the form of Instruments) acquired by such Pledgor after the date hereof, shall, within the time periods required Amendment and Restatement Effective Date shall promptly upon receipt thereof by the Credit Agreement, such Pledgor be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto. All certificated Securities Collateral 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 reasonably satisfactory to the Administrative Collateral Agent. The Administrative Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the Administrative occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
Appears in 1 contract