Common use of Certificates and Instruments Clause in Contracts

Certificates and Instruments. The Pledgor shall cause the Membership Interests to be “certificated securities” (within the meaning of the UCC) at all times during the term of this Agreement. The Pledgor shall deliver all certificates or other documents representing the Pledged Collateral to the Collateral Agent with all necessary instruments of transfer or assignment duly indorsed in blank. In the event the Pledgor obtains possession of any certificates, or any securities or instruments forming a part of the Pledged Collateral, the Pledgor shall promptly deliver the same to the Collateral Agent together with all necessary instruments of transfer or assignment duly indorsed in blank. Prior to any such delivery, any Pledged Collateral in the Pledgor’s possession shall be held by the Pledgor in trust for the Collateral Agent. The Pledgor shall execute and deliver to the Collateral Agent an irrevocable proxy in the form attached hereto as Exhibit B and an irrevocable power in the form attached hereto as Exhibit C with respect to the Membership Interests of the Borrower owned by the Pledgor.