Common use of Delivery and Control Requirements Clause in Contracts

Delivery and Control Requirements. (a) With respect to any Certificated Securities included in the Collateral, each Grantor shall promptly deliver to the Collateral Agent the certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. (b) With respect to any Instruments (other than checks, drafts or other Instruments received in the ordinary course of business) or Chattel Paper included in the Collateral, in each case in excess of $1,000,000 individually or $5,000,000 in the aggregate, each Grantor shall promptly deliver to the Collateral Agent all such Instruments or Chattel Paper to the Collateral Agent duly indorsed in blank. (c) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall promptly cause the Issuer of such Uncertificated Security to execute an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees, upon an Event of Default which is continuing, to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent with the Collateral Agent agreeing that the proceeds of any drawing under any such letter of credit shall be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. (e) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, in excess of $1,000,000 individually or $5,000,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such Grantor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control.

Delivery and Control Requirements. (a) With respect to any Certificated Securities Pledged Partnership Interests or Pledged LLC Interests included in the Pledged Collateral, each Grantor shall promptly deliver to the Collateral Agent the certificates evidencing such Certificated Securities Pledged Partnership Interests or Pledged LLC Interests duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests included in the Pledged Collateral, including, without limitation, any Pledged Partnership Interests included in the Pledged Collateral or Pledged LLC Interests included in the Pledged Collateral, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities. (b) With respect to any Instruments (other than checks, drafts or other Instruments received in the ordinary course of business) or Chattel Paper included in the Collateral, in each case in excess of $1,000,000 individually or $5,000,000 in the aggregate, each Grantor shall promptly deliver to the Collateral Agent all such Instruments or Chattel Paper to the Collateral Agent duly indorsed in blank[Reserved.] (c) With respect to any Uncertificated Security included the Governmental Authorizations of the Gaming Boards required in order for the Collateral (other than any Uncertificated Securities credited pledge of the Pledged Equity Interests to a Securities Account)become effective, each Grantor shall promptly cause the Issuer of shall, subject to any regulatory restrictions, promptly, and in any event within five (5) Business Days after receipt by such Uncertificated Security to execute an agreement Grantor notify in form and substance reasonably satisfactory to writing the Collateral Agent pursuant to which such issuer agrees, upon an Event of Default which is continuing, to comply with the Collateral Agent’s instructions any written communication from any Gaming Authority with respect to such Uncertificated Security any Pledged Equity Interests, including, without further consent limitation, the receipt by such Grantor. (d) With respect to Grantor of such Governmental Authorizations regarding the effectiveness of any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent with the Collateral Agent agreeing that the proceeds of any drawing under any such letter of credit shall be paid to the applicable Grantor unless an Event of Default has occurred and is continuingPledged Equity Interests. (e) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, in excess of $1,000,000 individually or $5,000,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such Grantor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control.

Delivery and Control Requirements. (a) With respect to any Certificated Securities Pledged Partnership Interests or Pledged LLC Interests included in the Pledged Collateral, each Grantor shall promptly deliver to the Collateral Agent (or to the First Lien Collateral Agent pursuant to the Intercreditor Agreement) the certificates evidencing such Certificated Securities Pledged Partnership Interests or Pledged LLC Interests duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent (or to the First Lien Collateral Agent pursuant to the Intercreditor Agreement) or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests included in the Pledged Collateral, including, without limitation, any Pledged Partnership Interests included in the Pledged Collateral or Pledged LLC Interests included in the Pledged Collateral, to be similarly delivered to the Collateral Agent (or to the First Lien Collateral Agent pursuant to the Intercreditor Agreement) regardless of whether such Pledged Equity Interests constitute Certificated Securities. (b) With respect to any Instruments (other than checks, drafts or other Instruments received in the ordinary course of business) or Chattel Paper included in the Collateral, in each case in excess of $1,000,000 individually or $5,000,000 in the aggregate, each Grantor shall promptly deliver to the Collateral Agent all such Instruments or Chattel Paper to the Collateral Agent duly indorsed in blank[Reserved.] (c) With respect to any Uncertificated Security included the Governmental Authorizations of the Gaming Boards required in order for the Collateral (other than any Uncertificated Securities credited pledge of the Pledged Equity Interests to a Securities Account)become effective, each Grantor shall promptly cause shall, subject to any regulatory restrictions, promptly, and in any event within five (5) Business Days after receipt by such Grantor notify in writing the Issuer of such Uncertificated Security to execute an agreement in form and substance reasonably satisfactory to Collateral Agent (or the First Lien Collateral Agent pursuant to which such issuer agrees, upon an Event the Intercreditor Agreement) of Default which is continuing, to comply with the Collateral Agent’s instructions any written communication from any Gaming Authority with respect to such Uncertificated Security any Pledged Equity Interests, including, without further consent limitation, the receipt by such Grantor. (d) With respect to Grantor of such Governmental Authorizations regarding the effectiveness of any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent with the Collateral Agent agreeing that the proceeds of any drawing under any such letter of credit shall be paid to the applicable Grantor unless an Event of Default has occurred and is continuingPledged Equity Interests. (e) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, in excess of $1,000,000 individually or $5,000,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such Grantor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control.