Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent Trustee pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral AgentTrustee; provided thatthat prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Borrower Pledgors shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent only be required to deliver such Collateral. Subject Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the terms of any Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement, the ). The Collateral Agent Trustee shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent Trustee or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Trustee to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. (a) All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance continuation of an Event of Default and with without notice to the relevant Pledgorany Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired SharesShares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 2 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered. (b) As soon as practicable and in any event within 60 days of the Closing Date, or such later date as the Collateral Agent may reasonably determine after any request for extension by the Borrower, each relevant Pledgor shall execute any document or agreement and shall carry out any formality or perfection steps that are required in connection with the pledge over Pledged Shares issued by Xxxxxxx Company Canada which the Collateral Agent reasonably determines is necessary under any relevant Applicable Law to create a perfected first priority security interest in such Collateral, securing the payment of the Obligations, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties enforceable vis-à-vis third parties.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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. If the constating documents of any issuer of any Pledged Shares restrict the transfer of the securities of such issuer, then the Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Pledge Agreement, including any prospective transfer of the Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Administrative Agent as of upon a realization on the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateralsecurity constituted hereby in accordance with this Pledge Agreement. Subject to the terms of any Intercreditor Agreement, the Collateral The Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with without notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All Subject to Sections 7 (b) and (c), all certificates or instruments, if any, representing or evidencing the Collateral shall be promptly duly endorsed in blank by the Pledgor, and delivered to the Administrative Agent, for and held by or on behalf of the Collateral Agent Secured Parties, pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Administrative Agent; provided that. In addition, the Borrower Pledgor shall have no duty on the date of this Pledge Agreement jointly with the Administrative Agent issue a notification (in the form of Schedule 2 hereto) to deliver any Collateral held the Issuer to (i) state that the Pledgor is entitled to retain and dispose of the dividends and distributions prior to a notice is given by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Administrative Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of Issuer indicating that an Event of Default has occurred, and with stating that the Administrative Agent and the Secured Parties are entitled to receive and retain any dividends and distributions made by the Issuer after serving such notice to the relevant Pledgor, to transfer to or Issuer and (ii) cause the Issuer to register in the name of the Collateral Agent or any of share pledge created hereby onto its nominees any or all of the Pledged Sharesshareholders’ register. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant PledgorPledgor (which notice may be given concurrently with the taking of the following actions), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged SharesCollateral. Each delivery of Collateral (including any After-acquired SharesAdditional Collateral (as defined in the relevant Supplement to this Agreement)) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Agent to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All certificates or instrumentscertificates, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Agent; provided that, that the Borrower foregoing shall have no duty not apply to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Excluded Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance continuation of an Event of Default and with upon prior written notice to the relevant Pledgorany Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 2 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securitiessecurities and Indebtedness. Each schedule so delivered shall supersede supplement any prior schedules so delivered.

Delivery of the Collateral. All certificates (a) Each Grantor agrees to deliver or instrumentscause to be delivered to the Administrative Agent any and all Pledged Securities (i) on the date hereof, if anyin the case of any such Pledged Securities owned by such Grantor on the date hereof, representing and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or evidencing other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be promptly delivered to and held accompanied by or on behalf undated proper instruments of the Collateral Agent pursuant hereto to the extent required assignment duly executed by the Credit Agreement, any Additional First Lien Agreement applicable Grantor in blank and such other instruments or any Intercreditor Agreement then in effect 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 documents as the Administrative Agent may reasonably satisfactory to the Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Sharesrequest. Each delivery of Collateral (including any After-acquired Shares) Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereundersuch securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule 1 II and be made a part hereof, ; provided that the failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so deliveredPledged Securities.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect 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 Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Agent to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document . Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Stock, and any and all certificates or instrumentsother instruments or documents representing the Collateral, if anyin each case accompanied by undated stock powers or other instruments of transfer satisfactory to the Collateral Agent and executed in blank by the appropriate Pledgor. Upon delivery to the Collateral Agent, representing (i) any stock certificates, notes or evidencing other securities now or hereafter comprising the Pledged Stock and included in the Collateral shall be promptly delivered accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and held by or on behalf such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be in suitable form for transfer by delivery, or shall be accompanied by proper instruments of assignment duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent applicable Pledgor and such other instruments or documents as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Sharesmay reasonably request. Each delivery of Collateral (including any After-acquired Shares) Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunderhereunder and stating whether such securities at the time constitute Class A Collateral or Class B Collateral, which schedule shall be attached hereto as Schedule 1 II and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect Agreements and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. The foregoing notwithstanding, all it is understood and agreed that JPMorgan Chase Bank, N.A., in form and substance reasonably satisfactory to its capacity as gratuitous bailee for the Collateral Agent; provided that, will continue to hold all certificates or instruments in its possession on the Borrower shall have no duty to deliver any Collateral held by Closing Date, in accordance with the Original Agent as terms of the date hereof but shall use its commercially reasonable efforts to cause Collateral Agency Agreement, for the Original sole purpose of perfecting the Liens of the Collateral Agent to deliver on such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities assets theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede supplement any prior schedules so delivered.