Common use of Delivery of Certificated Securities Collateral Clause in Contracts

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Agent has 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 promptly (but in any event within ten days (or such longer period as may be acceptable to the Administrative Agent) after receipt thereof by 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.

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 shall shall, subject to Section 3.4(a), promptly (but in any event within ten thirty (30) days (after receipt thereof by such Pledgor or such longer period as may be acceptable agreed to in writing by the Administrative Agent) after receipt thereof by such PledgorAgent 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.

Delivery of Certificated Securities Collateral. Each Except as expressly set forth on Schedule 6.17 of the Credit Agreement with respect to post-Closing Date deliverables, 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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 promptly (but in any event within ten (10) days (or such longer period as may be acceptable to the Administrative Agent) after receipt thereof by 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.

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 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, subject to that the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Collateral Agent has 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 Amendment and Restatement Effective Date shall promptly (but in any event within ten days (or such longer period as may be acceptable to the Administrative Agent) after upon receipt thereof by such Pledgor) 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 occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

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 delivered to the Administrative Collateral Agent (or, at all times prior to the Discharge of Term Obligations, the Term Loan Agent) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, subject to that the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Collateral Agent has 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 hereof, shall promptly (but and in any event within ten days (or such longer period as may be acceptable to the Administrative Agent10) Business Days) after receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Administrative Collateral Agent (or, at all times prior to the Discharge of Term Obligations, the Term Loan 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 Subject to the Intercreditor Agreement, the 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 occurrence and during the continuance of an Event of Default, the Administrative Collateral 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.

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 shall Original Closing Date shall, subject to Section 3.4(a), promptly (but in any event within ten thirty (30) days (after receipt thereof by such Pledgor or such longer period as may be acceptable agreed to in writing by the Administrative Agent) after receipt thereof by such PledgorAgent 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.

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 will be delivered to the Administrative Agent Trustee upon the execution and delivery of this Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that, subject to that the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Agent Trustee upon such delivery has a perfected first priority Junior 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 promptly (but in any event within ten days (or such longer period as may be acceptable to the Administrative Agent) after upon receipt thereof by such Pledgor) Pledgor be delivered to and held by or on behalf of the Administrative Agent Trustee 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 Trustee shall have the right, at any time upon the occurrence and during the continuance of any Event of DefaultDefault and the receipt of written notice from the Trustee that it is exercising rights under this Section 3.1, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent Trustee 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 DefaultDefault and the receipt of written notice from the Trustee that it is exercising rights under this Section 3.1, the Administrative Agent Trustee shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 hereof shall promptly (but in any event within ten days (or such longer period as may be acceptable to the Administrative Agent) after receipt thereof by such Pledgor, or such later date as the 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.

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 promptly (but and in any event within ten days (or such longer period as may be acceptable to the Administrative Agent30 days) after upon receipt thereof by such Pledgor) 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.

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 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, subject to that the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Collateral Agent has a perfected first priority security interest therein, subject only to Permitted Encumbrances having priority by operation of applicable Law and except as otherwise provided in the Intercreditor Agreement. 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 hereof, shall promptly (but and in any event within ten days fifteen (or such longer period as may be acceptable to the Administrative Agent15) after days) upon receipt thereof by such Pledgor) Grantor be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto, except in connection with a Permitted Acquisition, in which case such deliveries shall be made in accordance with the terms of 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 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 occurrence and during the continuance of an Event of Default, the Administrative Collateral 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.

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 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, subject to the Administrative Agent maintaining possession thereof in the State of New York or another state, that the Administrative Agent has 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 promptly (but in any event within ten days (or such longer period as may be acceptable delivered to the Administrative Agent) after receipt thereof by such Pledgor) Agent (to be delivered to and 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.

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 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, subject to that the Administrative Agent maintaining possession thereof in the State of New York or another state, the Administrative Collateral Agent has 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 promptly (but and in any event within ten days (five Business Days or such longer period as may be acceptable agreed to in writing by the Administrative AgentCollateral Agent in its sole discretion) after upon receipt thereof by such Pledgor) 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 occurrence and during the continuance of an Event of Default, 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.