Common use of Registration in Nominee Name; Denominations Clause in Contracts

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 6 contracts

Samples: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)

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Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower prior or substantially concurrent written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable GrantorPledgor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor Pledgor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor Pledgor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Appears in 3 contracts

Samples: Credit Agreement (Norcraft Companies, Inc.), Security Agreement (Norcraft Companies, Inc.), Canadian Security Agreement (Norcraft Companies Lp)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes Collateral The Agent, on behalf of the Secured Parties, shall have the right (hold certificated Pledged Collateral delivered to it pursuant to this Agreement in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, but following the occurrence and each during the continuance of an Event of Default shall have the right (in its sole and absolute discretion) to hold such Pledged Collateral in its own name as pledgee, or in the name of its nominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities Collateral registered in the name of such Grantor Grantor. Following the occurrence and (b) during the Notes Collateral continuance of an Event of Default, the Agent shall at all times have the right to exchange the certificates representing such Pledged Securities Collateral for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Hawker Beechcraft Quality Support Co), Pledge and Security Agreement (Aramark), Pledge and Security Agreement (Aramark Corp/De)

Registration in Nominee Name; Denominations. Subject to the terms of the First Lien Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rightscontinuing, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided, that the Notes Collateral Agent shall give the Company prior notice of its intent to exercise such rights.

Appears in 2 contracts

Samples: Security Agreement (Avaya Inc), Security Agreement (Avaya Inc)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have notified the Issuer notice Grantors in writing of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (hold certificated Pledged Collateral in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, but following the occurrence and each during the continuance of an Event of Default shall have the right (in its sole and absolute discretion) to hold the Pledged Collateral in its own name as pledgee, or in the name of its nominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities Collateral registered in the name of such Grantor Grantor. Subject to the terms of the Intercreditor Agreement, following the occurrence and (b) during the Notes Collateral continuance of an Event of Default, the Agent shall at all times have the right to exchange the certificates representing Pledged Securities Collateral for certificates of smaller or larger denominations for any purpose consistent with this Security Agreement.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Neiman Marcus, Inc.), Pledge and Security Agreement (Neiman Marcus Group Inc)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer Borrower three (3) Business Days’ prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Appears in 2 contracts

Samples: Security Agreement (Versum Materials, Inc.), Security Agreement (W R Grace & Co)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer U.S. Borrower notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the First Lien Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Security Agreement (Nielsen CO B.V.), Security Agreement (Nielsen Holdings B.V.)

Registration in Nominee Name; Denominations. Subject to Upon the terms occurrence and during the continuance of a Default under the Intercreditor Agreement, if Revolving Credit Agreement or an Event of Default shall occur and be continuing and Default, the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each . Each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Grantor. The Collateral Agent shall, if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc), Collateral Agreement (American Axle & Manufacturing Holdings Inc)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have notified the Issuer notice Grantors in writing of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured PartiesCreditors, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Abl Collateral Agreement (Builders FirstSource, Inc.), Collateral Agreement (Builders FirstSource, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur have occurred and be continuing and and,the Notes Collateral Agent shall give have given the Issuer Borrower prior or substantially concurrent written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable GrantorPledgor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor Pledgor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor Pledgor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Appears in 2 contracts

Samples: Security Agreement (Norcraft Companies, Inc.), Security Agreement (Norcraft Companies Lp)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable Laws.

Appears in 2 contracts

Samples: Security Agreement (TaskUs, Inc.), Security Agreement (TaskUs, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer two (2) Business Days prior written notice of its intent to exercise such rights, subject to the provisions of the Intercreditor and Subordination Agreement, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities Equity in its own name as pledgee, the name of its nominee (as pledgee or as sub-agentsubagent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) to the Notes extent permitted by the documentation governing such Pledged Equity, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Global Eagle Entertainment Inc.), Security Agreement (Global Eagle Entertainment Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Debt Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable GrantorGrantors, endorsed or assigned in blank or in favor of the Notes Collateral Agent; provided that the Collateral Agent shall not exercise any such right unless an Event of Default is continuing and Collateral Agent has provided prior written notice thereof to the Grantors. During the continuance of any Event of Default, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Debt Securities registered in the name of such Grantor and (b) Grantor. During the Notes continuance of any Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Debt Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 2 contracts

Samples: Security Agreement (NXT-Id, Inc.), Security Agreement (NXT-Id, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rightscontinuing, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent Agent, on behalf of the Secured Parties, shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided, that the Collateral Agent shall give the Borrower prior notice of its intent to exercise such rights.

Appears in 1 contract

Samples: Credit Agreement (Time Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agentsubagent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable Laws.

Appears in 1 contract

Samples: Security Agreement (Alight Inc. / DE)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) ), to the extent an Event of Default is continuing and the Collateral Agent shall give the Borrower prior written notice of its intent to exercise such rights, to hold the Pledged Securities in its own name as pledgee, pledgee or in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. If an Event of Default shall occur and (b) be continuing and the Notes Collateral Agent shall give the Borrower written notice of its intent to exercise such rights, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this AgreementAgreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Wyndham Destinations, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms Section 2.09 of the Pari Passu Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer Company notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretionacting at the written direction of the majority of Holders) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 1 contract

Samples: Security Agreement (West Corp)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have notified the Issuer notice Grantors in writing of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Notes Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. SECTION 2.05.

Appears in 1 contract

Samples: Execution Version Collateral Agreement (Graftech International LTD)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and is continuing, the Notes Collateral Agent shall give (at the Issuer notice direction of its intent to exercise such rights, (a) the Notes Collateral AgentRequired Purchasers), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor favour of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub- agent), and each the applicable Grantor will promptly give to the Notes Collateral Agent copies of any notices or other written communications received by it with respect to Pledged Securities registered in the name of such Grantor the applicable Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. SECTION 2.04.

Appears in 1 contract

Samples: Pledge and Collateral Agreement (Bird Global, Inc.)

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Registration in Nominee Name; Denominations. Subject to the terms of the ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rightscontinuing, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided, that the Notes Collateral Agent shall give the Company prior notice of its intent to exercise such rights.

Appears in 1 contract

Samples: Security Agreement (Avaya Inc)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have given the Issuer Grantors three (3) Business Days’ prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other written communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (Gogo Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the ABL Intercreditor Agreement, if an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower prior or substantially concurrent written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable GrantorPledgor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor Pledgor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor Pledgor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Appears in 1 contract

Samples: Security Agreement (Norcraft Companies Lp)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have notified the Issuer notice Grantors of its intent to exercise such rightsremedies, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (TAMINCO ACQUISITION Corp)

Registration in Nominee Name; Denominations. Subject to Upon the terms occurrence and during the continuation of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and Default, the Notes Collateral Agent shall give the Issuer notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities in its capacity as the registered in owner thereof. Upon the name occurrence and during the continuation of such Grantor and (b) an Event of Default, the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 1 contract

Samples: First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Issuers three (3) Business Days’ prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall (subject to the Intercreditor Agreements) have the right (in its sole and absolute discretion) to hold the Pledged Securities Equity in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right (subject to the Intercreditor Agreements) to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.

Appears in 1 contract

Samples: Intercreditor Agreement (Option Care Health, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Lead Borrower at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor or Foreign Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor or Foreign Grantor, as applicable, will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor or Foreign Grantor, as applicable, and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable Laws.

Appears in 1 contract

Samples: Security Agreement (Bumble Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable laws.

Appears in 1 contract

Samples: Security Agreement (Tradeweb Markets Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Notes Collateral Second Lien Agent shall give the Issuer Issuers notice of its intent to exercise such rights, (a) the Notes Collateral Second Lien Agent, on behalf of the Second Lien Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Second Lien Agent, and each Grantor will promptly give to the Notes Collateral Second Lien Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Notes Collateral Second Lien Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (DJO Finance LLC)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable Laws.

Appears in 1 contract

Samples: Security Agreement (DJO Finance LLC)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give have given the Issuer Borrower prior written notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor will promptly give to the Notes Collateral Agent copies of any written notices or other written communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities and applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the First Lien/Second Lien Intercreditor Agreement, if an Event of Default shall occur have occurred and be continuing and the Notes Collateral Agent shall give the Issuer Holdings prior notice of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities Equity in its own name as pledgee, the name of its nominee (as pledgee or as sub-agentsubagent) or the name of the applicable GrantorHoldings, endorsed or assigned in blank or in favor of the Notes Collateral Agent, Agent and each Grantor Holdings will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities Equity registered in the name of such Grantor Holdings and (b) the Notes Collateral Agent shall have the right to exchange the certificates representing Pledged Securities Equity for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Equity.

Appears in 1 contract

Samples: Second Lien Pledge Agreement (SeaWorld Entertainment, Inc.)

Registration in Nominee Name; Denominations. Subject to the terms of the Intercreditor Agreement, if If an Event of Default shall occur have occurred and be is continuing and the Notes Collateral Agent shall give have notified the Issuer notice Grantors in writing of its intent to exercise such rights, (a) the Notes Collateral Agent, on behalf of the Secured Notes Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Notes Collateral AgentAgent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and each Grantor will promptly give to the Notes Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor Grantor. Upon the occurrence and (b) during the Notes continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (Graftech International LTD)

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