Common use of Delivery of Certificates and Instruments Clause in Contracts

Delivery of Certificates and Instruments. All certificates and instruments representing or evidencing any of the Pledged Collateral shall be delivered to and be held by or on behalf of, the Collateral Agent in accordance with Section 4.07 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 reasonably satisfactory to the Administrative Agent. The Collateral Agent shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior notice to the Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral. In the event of such a transfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor notice of such transfer or registration; provided, however, that (a) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder and (b) the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding or the delivery of such notice is otherwise prohibited by applicable law. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the LLC Interests for certificates or instruments of smaller or larger denominations.

Delivery of Certificates and Instruments. All certificates and instruments representing or evidencing any of the Pledged Collateral shall (i) if issued after the Closing Date, be delivered to and (ii) otherwise, be held by or on behalf of, of the Collateral Agent in accordance with Section 4.07 and are (or, if issued after the Closing Date, shall be be) in suitable form for transfer by delivery or and were (or, if issued after the Closing Date, shall be 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 Collateral Agent shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior notice to the Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged CollateralCollateral and to exchange certificates or instruments representing or evidencing any of the LLC Interests for certificates or instruments of smaller or larger denominations (such transfer or registration, a “Transfer”). In the event of such a transferTransfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor notice of such transfer or registrationTransfer; provided, however, that (ax) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder nor shall result in any liability of the Collateral Agent and (by) the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding or the delivery of such notice is otherwise prohibited by applicable lawApplicable Law. In additionfurtherance of the foregoing upon the occurrence of a Transfer, the Pledgor shall further execute and deliver to Collateral Agent shall have an irrevocable proxy in the right at any time form of Exhibit A and a transfer document in the form of Exhibit B with respect to exchange certificates or instruments representing or evidencing any the ownership interests of the LLC Interests for certificates or instruments of smaller or larger denominationsCompany owned by Pledgor.

Delivery of Certificates and Instruments. All certificates and instruments representing or evidencing any of the Pledged Collateral shall be delivered to and be held by or on behalf of, of the Collateral Agent in accordance with Section 4.07 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 reasonably satisfactory to the Administrative Collateral Agent. The Collateral Agent shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior notice to the Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral. In the event of such a transfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor notice of such transfer or registration; provided, however, that (a) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder and (b) the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding or the delivery of such notice is otherwise prohibited by applicable law. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the LLC Interests for certificates or instruments of smaller or larger denominations.

Delivery of Certificates and Instruments. All certificates and or instruments representing or evidencing any of the Pledged Collateral Collateral, if any, shall be delivered to and be held by or on behalf of, of the Collateral Agent in accordance with Section 4.07 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 reasonably satisfactory to the Administrative Collateral Agent. The Collateral Agent (at the direction of the Required First Lien Secured Parties pursuant to the Collateral Agency Agreement) shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior notice to the Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral. In the event of such a transfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor notice of such transfer or registration; provided, however, that (ai) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder and (bii) the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding or the delivery of such notice is otherwise prohibited by applicable lawa Bankruptcy Event. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the LLC Company Interests in the Company for certificates or instruments of smaller or larger denominations.

Delivery of Certificates and Instruments. All certificates and instruments representing or evidencing any of the Pledged Collateral shall be delivered to and be held by or on behalf of, the Collateral Agent Agent, for the benefit of the Secured Parties, in accordance with Section 4.07 4.07, and shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent. The Collateral Agent shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior written notice to the PledgorPledgor of the Collateral Agent’s intent to exercise its rights under this Section 2.02, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral. In the event of such a transfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor notice of such transfer or registration; provided, however, that (a) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder and (b) the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding or the delivery of such notice is otherwise prohibited by applicable law. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the LLC Interests for certificates or instruments of smaller or larger denominations.

Delivery of Certificates and Instruments. All certificates and instruments representing or evidencing any of the Pledged Collateral shall be delivered to and be held by or on behalf of, of the Collateral Agent in accordance with Section 4.07 4.01(h) 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 reasonably satisfactory to the Administrative AgentCollateral Agent (acting at the direction of the Required Lenders). The Collateral Agent shall have the right, at any time following the occurrence and during the continuation of an Event of Default, without prior notice to the PledgorCompany, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged CollateralCollateral and to exchange certificates or instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. In the event of such a transfer, the Collateral Agent shall within a reasonable period of time thereafter give the Pledgor Company notice of such transfer or registration; provided, however, that (a) failure to give such notice shall have no effect on the rights of the Collateral Agent hereunder and (b) the Collateral Agent shall not be required to deliver any such notice if the Pledgor Company is the subject of an Insolvency Proceeding insolvency or liquidation proceeding or the delivery of such notice is otherwise prohibited by applicable lawLaw. In addition, Upon the request of the Collateral Agent, Company shall execute and deliver to Collateral Agent shall have the right at any time irrevocable proxies and transfer documents in a form reasonably acceptable to exchange certificates or instruments representing or evidencing any of the LLC Interests for certificates or instruments of smaller or larger denominationsCollateral Agent with respect to Pledged Collateral.