Common use of Delivery and Control Clause in Contracts

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights rights, it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account), it ) each Grantor shall cause the any issuer of such uncertificated security securities to either (A) register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A heretoAgent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition , provided, however, that to the foregoing, if extent that any issuer of any such Investment Related Property is located constitutes Term Priority Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Term Collateral Agent in a jurisdiction outside accordance with the terms of the United States, at Term Security Agreement and the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsIntercreditor Agreement.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within fifteen (15) days of acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account, Investment Related Property not yet required to be delivered pursuant to Section 5.18 of the Credit Agreement, and instruments in a principal amount in excess of $250,000 individually or $1,000,000 in the aggregate) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property issued by a subsidiary that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. Each Grantor agrees that it shall not own or hold any interest in any Investment Related Property issued by a mutual fund or any other open ended investment fund that is an "uncertificated security" for purposes of the UCC in excess of $2,000,000 in the aggregate unless it shall have caused the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B hereto or such form reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Subject to clause (iiv) Each below, each Grantor agrees that with respect to any Investment Related Property in which it currently has rights consisting of Securities Accounts or Securities Entitlements, it shall comply with cause the provisions of this Section 4.4.1(b) on securities intermediary maintaining such Securities Account or before the Credit Date and with respect Securities Entitlement to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights thereinenter into an Account Control Agreement, in each case in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9-106 of the UCC) over such Securities Accounts or Securities Entitlements. With Subject to clause (iv) below, with respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Deposit Account) ”, it shall cause the depositary institution maintaining such certificate or instrument account to be delivered enter into an Account Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, indorsed in blank pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by an such Grantor and shall establish the Collateral Agent shall have “effective indorsementcontrol” (as defined in within the meaning of Section 89-107 104 of the UCC)) over such Deposit Account. Subject to clause (iv) below, regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With with respect to any Investment Related Property that is an a “uncertificated securityCommodity Account,” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of commodity intermediary maintaining such uncertificated security account to either (A) register enter into an Account Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A heretoAgent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have “control” (within the right, without notice to any Grantor, to transfer all or any portion meaning of Section 9-106 of the Investment Related Property to its name or the name of its nominee or agentUCC) over such Commodity Account. In addition, the The Collateral Agent agrees it shall have the right at not exercise control over any time following the occurrence and during the continuance of such Securities Account, Deposit Account or Commodities Account unless an Event of Default, upon instruction of the Required Lenders Default shall have occurred and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsbe continuing.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property with a value in excess of $1,000,000 individually or $2,000,000 in the aggregate together with all such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property with a value in excess of $1,000,000 hereafter acquired by such Grantor or any Investment Related Property in which such Grantor now or hereafter has rights that subsequently reaches a value in excess of $1,000,000 it shall comply with the provisions of this Section 4.4.1(b) immediately within 5 Business Days upon acquiring rights thereintherein or upon such Investment Related Property reaching a value in excess of $1,000,000, in each case in form and substance satisfactory to the Collateral AgentAgent (acting upon a Direction of the Requisite Lenders in their reasonable discretion). With respect to any Investment Related Property with a value in excess of $1,000,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 8‑107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property with a value in excess of $1,000,000 that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) . In addition to the foregoing, if any issuer of any with respect to all Investment Related Property is located with a value in a jurisdiction outside excess of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, $1,000,000 (including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or acquired after the name of its nominee or agent. In additionClosing Date, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing but excluding any Investment Related Property for certificates credited to a Securities Account that is not an Excluded Account), each Grantor shall deliver to Collateral Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit C hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit D hereto, or instruments otherwise in form and substance satisfactory to Collateral Agent (acting upon a Direction of smaller or larger denominationsthe Requisite Lenders) (“Registration Page”) and (z) cause each Issuer to execute and deliver a pledge acknowledgement substantially in the form of Exhibit E hereto (“Pledge Acknowledgement”).

Delivery and Control. (i) Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Company Stock) it shall comply with the provisions of this Section 4.4.1(b3.4(c) on or before the Credit Closing Date, (ii) with respect to the Company Stock it shall comply with the provisions of this Section 3.4(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b3.4(c) immediately within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) (x) execute an agreement substantially in the form of Exhibit A hereto, Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor and (y) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution of such Uncertificated Securities Control Agreement, the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor. 's interests in such uncertificated security. With respect to any Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts, it shall (i) cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Grantor and (ii) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution by the securities intermediary of such Securities Account Control Agreement (or such agreement substantially similar thereto in the case of Commodities Accounts), the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor's interests in such Securities Accounts, Securities Entitlements or Commodities Accounts. With respect to any Investment Related Property that is a "Deposit Account," it shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have "control" (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Defaulttime, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding anything to the contrary set forth herein, Grantors may maintain Deposit Accounts without delivering a Deposit Account Control Agreement, provided that (i) the average aggregate overnight balances in all such accounts do not exceed $1,000,000 during any period of seven consecutive days and (ii) the aggregate balances in all such accounts do not exceed $10,000,000 at any time.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit date that is 10 Business Days after the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within 10 Business Days after acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-8 107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) . In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actionsactions as the Collateral Agent may request, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, agent or to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, until such time as an Event of Default has occurred and is continuing and upon request of the Collateral Agent, no Grantor shall be required to (i) deliver to the Collateral Agent any Investment Related Property constituting Pledged Debt if the face value of such item is less than $100,000 individually or $500,000 in the aggregate, (ii) obtain control agreements with respect to any Investment Account located in a foreign jurisdiction, or (iii) obtain control agreements with respect to Investment Accounts the balances of which are less than $100,000 in the aggregate.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.4(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.4(b) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) ), and subject to the limitations set forth in Section 2.2 hereof, it shall cause such certificate or instrument to be delivered to Collateral Agent (in accordance with the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect), indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), and subject to the limitations set forth in Section 2.2 hereof, it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. Grantor (ii) in each case subject to the terms of the Intercreditor Agreement to the extent then in effect). In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent (subject to and in accordance with the terms of the Intercreditor Agreement to the extent then in effect) shall have the right at any time following the occurrence and during the continuance of an Event of Defaulttime, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that that, except as otherwise permitted herein or in the Credit Agreement, with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent; provided that (i) Grantors shall not be required to comply with the provisions of this Section 4.4.1(b) with respect to the capital stock of Venusa de Mexico, S.A. de C.V., Star Guide, Ltd or Medis S.A. de C.V. until the date that is 30 days after the Closing Date, (ii) Grantors shall only be required to deliver certificate(s) evidencing 50% of the capital stock of Star Guide, Ltd. (indorsed as required below) until the date that is six months after the Closing Date, and (iii) Grantors shall not be required to deliver evidence of the pledge under German law of 65% of the equity interests in UTISFM Feinmechanik GmbH, a German limited liability company, until the date that is the earlier of (A) the first anniversary of the Closing Date and (B) 60 days after a determination by Grantors not to actively pursue the sale of UTISFM Feinmechanik GmbH or substantially all its assets. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor Pledgor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b3.2(c) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor Pledgor it shall comply with the provisions of this Section 4.4.1(b3.2(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. Pledgor. With respect to the Collateral Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto or such other agreement reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (iiwithin the meaning of the common law) and "control" (as defined in Section 9-104 of Revised Article 9) over such Deposit Account. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor Pledgor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or reasonably advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any GrantorPledgor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Defaulttime, upon instruction of the Required Lenders and without notice to any GrantorPledgor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral that is Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.04(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.04(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), individually with a value in excess of $250,000 or in the aggregate with a value in excess of $250,000, it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A heretoB hereto (or other form reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to . Notwithstanding the foregoing, if to the extent any issuer Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement) is outstanding, and the Collateral under this Section 4.04(b) constitutes Term Loan Priority Collateral, the foregoing requirements for control shall be deemed satisfied if the collateral agent (or its agents or bailees) in respect of any such Post-Closing Term Loan Indebtedness shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsProperty.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within thirty (30) days of acquiring rights therein, in each case in form and substance satisfactory to the Term Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (Ai) register the Term Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Term Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition , provided, however, that to the foregoing, if extent that any issuer of any such Investment Related Property is located constitutes Liquid Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to the Revolving Collateral Agent in a jurisdiction outside accordance with the terms of the United StatesIntercreditor Agreement, at and by using commercially reasonable efforts to separately establish the written request of the Term Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations's independent control where possible.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is Collateral that is (a) represented by a certificate or (b) that is an “instrument” (other than (i) any Investment Related Property credited to a Securities Account, (ii) instruments generated by casino patrons in the ordinary course of gaming activities, (iii) Investment Related Property constituting Pledged Debt with an aggregate value of less than $500,000 and (iv) checks received in the ordinary course of business), it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is Collateral that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use reasonable commercial efforts to cause the issuer of such uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A heretoB, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition . Until the Secured Obligations have been paid in full and subject to the foregoingIntercreditor Agreement, if any issuer obligation of Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) delivery of any Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates certificate or instruments representing any Investment Related Property for certificates that is represented by a certificate or instruments that is an “instrument” (including any endorsements related thereto), any other Instrument (including any endorsements related thereto) or any Chattel Paper to the Collateral Agent shall be deemed complied with and satisfied (or, in the case of smaller any representation or larger denominationswarranty hereunder, shall be deemed to be true) if such delivery of such Investment Related Property, other Instrument or Chattel Paper is made to, or such possession is with, the Term Loan Collateral Agent.

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) Each herein, each Grantor agrees that with respect to (vi) any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Issue Date and (vii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately within ten days upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A hereto, Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition . With respect to the foregoing, if any issuer of any Investment Related Property is located consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a jurisdiction outside of substantially similar agreement in form and substance reasonably acceptable to the United States, at the written request of Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account” (other than to the extent constituting Excluded Property), each it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall take have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date, or at such other reasonable additional actions, including, without limitation, causing the issuer period agreed to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of by the Collateral AgentAgent and (ii) any Securities Accounts, subject Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to Permitted Liensthe deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Upon Notwithstanding anything to the occurrence and during contrary, no Grantor shall be required to take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall shall, subject to the Intercreditor Agreement (if applicable), have the right, without with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of DefaultDefault the Collateral Agent shall, upon instruction of subject to the Required Lenders and Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights rights, it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Term Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Term Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account), it ) each Grantor shall cause the any issuer of such uncertificated security securities to either (A) register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Term Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A heretoAgent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Term Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition , provided, however, that to the foregoing, if extent that any issuer of any such Investment Related Property is located constitutes Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Revolving Collateral Agent in a jurisdiction outside accordance with the terms of the United States, at Revolving Security Agreement and the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsIntercreditor Agreement.

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) Each herein, each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b3.03(c) on or before the Credit Issue Date and (ii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b3.03(c) immediately upon within ten days after acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A hereto, Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition . With respect to the foregoing, if any issuer of any Investment Related Property is located consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a jurisdiction outside of substantially similar agreement in form and substance reasonably acceptable to the United States, at the written request of Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account” (other than to the extent constituting Excluded Property), each it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary, no Grantor shall be required to take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted LiensSecurities Account and/or Deposit Account constitutes Excluded Property. Upon the occurrence and during During the continuance of an Event of Default, the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right, without with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction Default the Collateral Agent shall (acting at the written direction of Holders owning a majority of the Required Lenders and aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an uncertificated securities agreement substantially in form and substance satisfactory to the form of Exhibit A heretoCollateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) . In addition to the foregoing, and sub jet to the terms hereunder, if any issuer of any Investment Related Property that is included in the Collateral is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Defaulttime, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Investment Related Property evidencing an amount greater than $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities AccountAccount or any “uncertificated securities” which are General Intangibles), it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit A heretoAdministrative Agent, pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) . In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at upon the written request of the Collateral Administrative Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights rights, it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion, in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account), it ) each Grantor shall cause the any issuer of such uncertificated security securities to either (A) register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit A heretoAgent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition , provided, however, that to the foregoing, if extent that any issuer of any such Investment Related Property is located constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Secured Notes Collateral Agent in a jurisdiction outside accordance with the terms of the United States, at Notes Security Agreement and the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsIntercreditor Agreement.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon within thirty (30) days of acquiring rights therein, in each case in form and substance satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (Ai) register the Revolving Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A B hereto, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition , provided, however, that to the foregoing, if extent that any issuer of any such Investment Related Property is located constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent in a jurisdiction outside accordance with the terms of the United StatesIntercreditor Agreement, at and by using commercially reasonable efforts to separately establish the written request of the Revolving Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations's independent control where possible.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral or Holdings Pledged Collateral that is Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.04(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.04(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), individually with a value in excess of $250,000 or in the aggregate with a value in excess of $250,000, it shall cause the issuer of such uncertificated security to either (Ai) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A heretoB hereto (or other form reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to . Notwithstanding the foregoing, so long as any obligations under the Term Loan Credit Agreement shall remain outstanding, the foregoing requirements for control shall be deemed satisfied if any issuer the Term Loan Collateral Agent (or its agents or bailees) shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property is located in a jurisdiction outside of the United States, at the written request of the Collateral Agent, each Grantor shall take such reasonable additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsProperty.

Delivery and Control. (i1) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4(c)(4) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4(c)(4) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Joint Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than (x) any Investment Related Property credited to a Securities AccountAccount and instruments having a principal amount of less than $7,500 individually and $50,000 in the aggregate or (y) any instruments included in the definition of Foreign Subsidiary Collateral that are delivered to the Intercreditor Agent and Security Trustee) it shall cause such certificate or instrument to be delivered to the Joint Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (Ai) register the Joint Collateral Agent as the registered owner thereof on the books and records of the issuer or (Bii) execute an agreement substantially in the form of Exhibit A Annex B hereto, pursuant to which such issuer agrees to comply with the Joint Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to . Notwithstanding the foregoing, if any issuer with respect to the shares of any Investment Related Property is located Foreign Subsidiary subject to the security interest in a jurisdiction outside favor of the United StatesIntercreditor Agent and Security Trustee, at it shall be sufficient if the written request of the Collateral Agent, each related Grantor shall take such reasonable additional actionsall steps necessary under French and English law to create a valid, includingperfected, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and first priority of the security interest of the Collateral Agent, (subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion ) in favor of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Intercreditor Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsSecurity Trustee.