Common use of Delivery and Control Clause in Contracts

Delivery and Control. 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 Completion 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that (A) 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 Completion Closing Date or Credit Date and (B) 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) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security 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 Security 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. 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 Completion Date date hereof 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

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 Completion 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) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 WEIL:\96958198\8\71605.0155 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities control agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

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 Completion Issue 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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) Account or any item of Other Intercompany Debt), it shall cause such certificate or instrument to be delivered to the Security Collateral 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), it shall cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor., provided that the foregoing requirements shall not apply to any issuer that is a Grantor. (c)

Delivery and Control. Each (A) Except as otherwise provided in the Financing Agreement, 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 Completion 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) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Delivery and Control. Each Grantor agrees that of the Grantors agree that, with respect to any Investment Related Property constituting Collateral in which it currently has rights rights, it shall comply with the provisions of this Section 4.4.1(b) 4.04 on or before the Completion Closing Date and with respect to any Investment Related Property constituting Collateral hereafter acquired by such the Grantor it shall comply with the provisions of this Section 4.4.1(b4.04 within ten (10) promptly (in any event no later than 15 days thereafter) upon of acquiring rights therein, in each case in form and substance satisfactory to the Security AgentGrantee. With respect to any Investment Related Property constituting Collateral that is represented by a certificate or that is an “instrument” Instrument (other than any Investment Related Property credited to a Securities Account) ), upon the reasonable request of Grantee, it shall promptly cause such certificate or instrument to be delivered to the Security AgentGrantee or, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC)Effective Endorsement, regardless of whether such certificate constitutes a “certificated security” for purposes of the UCCCertificated Security. With respect to any Investment Related Property constituting Collateral that is an “uncertificated security” for purposes of the UCC Uncertificated Security (other than any “uncertificated securities” Uncertificated Securities credited to a Securities Account), it shall shall, upon the reasonable request of Grantee, promptly cause the issuer of such uncertificated security Uncertificated Security to either (i) register the Security Agent Grantee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable and substance satisfactory to the Security AgentGrantee, pursuant to which such issuer agrees to comply with the Security AgentGrantee’s instructions with respect to such uncertificated security Uncertificated Security without further consent by such the Grantor.

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(bSECTION 4.4.4(b) on or before the Completion Representation 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(bSECTION 4.4.4(b) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With Each Grantor agrees that 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 Security Agent, indorsed endorsed in blank by an “"effective indorsement” endorsement" (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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable and substance satisfactory to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. 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 Completion 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Investment Related Property having a value in excess of $100,000 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 Security 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 having a value in excess of $100,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall use its commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. 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 Completion 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. 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 Completion 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) promptly (promptly, but in any event no later than 15 days thereafterwithin three (3) Business Days, upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security 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 AccountAccount which is subject to a valid Securities Account Control Agreement) it shall cause such certificate or instrument to be delivered to the Security 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, and shall, at the request of the Collateral Agent, cause the issuer of such Investment Related Property to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. 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 which is subject to a valid Securities Account Control Agreement), it shall cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an a control agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

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 Completion 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) promptly (in any event no later than 15 days thereafter) upon after acquiring rights thereintherein (or as otherwise would comply with Section 5.10 of the Credit Agreement), in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. 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 Completion 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) promptly (promptly, but in any event no later than 15 days thereafterwithin three (3) Business Days, upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security 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 AccountAccount which is subject to a valid Securities Account Control Agreement) it shall cause such certificate or instrument to be delivered to the Security 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, and shall, at the request of the Collateral Agent, cause the issuer of such Investment Related Property to register the Collateral Agent as the registered owner thereof on the books and records of such issuer. 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 which is subject to a valid Securities Account Control Agreement), it shall cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenta control agreement, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

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 Completion 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) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security 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 Security 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.