Common use of Irrevocable Authorization and Instruction to Issuers Clause in Contracts

Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by it from the Agent in writing that (a) states that an Event of Default has occurred and is continuing and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so complying. Furthermore, to the extent any portion of the Collateral may now or hereafter consist of uncertificated securities within the meaning of Article 8 of the UCC, the Pledgor irrevocably authorizes and instructs each Issuer to comply with any instruction received by it from the Agent with respect to such Collateral without any other or further instructions from or consent of the Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so complying; provided, however, that the Agent agrees that it will not issue or deliver any instructions to any Issuer except after the occurrence and during the continuation of an Event of Default.