Common use of Delivery and Control Clause in Contracts

Delivery and Control. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements not otherwise covered by the Deposit Agreement, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement 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. With respect to any Investment Related Property that is a "Deposit Account" not otherwise covered by the Deposit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent, 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 date hereof, as of or prior to the date hereof, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the date hereof, 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.

Delivery and Control. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements not otherwise covered by the Deposit AgreementEntitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a securities account control agreement in a form and substance reasonably satisfactory to be approved by the Collateral Agent in its reasonable discretion pursuant to which it shall agree to comply with the Collateral Agent's "’s “entitlement orders" ” without further consent by such GrantorGrantor after and during the continuance of an Event of Default. With To the extent required by Section 5.15 of the Credit Agreement, with respect to any Investment Related Property that is a "“Deposit Account" not otherwise covered by the Deposit Agreement, ,” it shall cause the depositary institution maintaining such account to enter into an a deposit account control agreement in a form and substance reasonably satisfactory to be approved by the Collateral AgentAgent in its reasonable discretion, 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 required above with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the date hereofClosing Date, as of or prior to within 60 days after the date hereof, Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the date hereofClosing 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.

Delivery and Control. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements not otherwise covered by the Deposit AgreementEntitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form and substance reasonably satisfactory to the Collateral Agent of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent's "’s “entitlement orders" ” without further consent by such Grantor. With Grantor with respect to any Investment Related Property that is a "“Deposit Account" not otherwise covered by the Deposit Agreement, ,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form and substance reasonably satisfactory to the Collateral Agentof Exhibit D hereto, pursuant to which the Collateral Agent shall have "both sole dominion and control over such Deposit Account (within the meaning of the common law) and “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 date hereofCredit Date, as of or prior to the date hereof, Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the date hereofCredit 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.

Delivery and Control. With (i) Each Grantor agrees that with respect to any Investment Related Property owned by such Grantor consisting of Securities Accounts or Securities Entitlements not otherwise covered by the Deposit AgreementEntitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form and substance reasonably satisfactory to the Collateral Agent of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Grantor. With Each Grantor also agrees that with respect to any Investment Related Property owned by such Grantor that is a "Deposit Account," not otherwise covered by the Deposit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agenta Controlled Account Agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and "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 date hereofRepresentation Date, as of or prior to the date hereof, Representation Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the date hereofRepresentation 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.. Exhibit E-19

Delivery and Control. With (i) Each Grantor agrees that with respect to any Investment Related Property owned by such Grantor consisting of Securities Accounts or Securities Entitlements not otherwise covered by the Deposit Agreemententitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement entitlement to enter into an agreement substantially in the form and substance reasonably satisfactory to the Collateral Agent of EXHIBIT C hereto pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Grantor. With Each Grantor also agrees that with respect to any Investment Related Property owned by such Grantor that is a "Deposit Account" not otherwise covered by the Deposit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agenta Controlled Account Agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and "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 entitlements or Deposit Accounts that exist on the date hereofRepresentation Date, as of or prior to the date hereof, Representation Date and (ii) any Securities Accounts, Securities Entitlements entitlements or Deposit Accounts that are created or acquired after the date hereofRepresentation Date, as of or prior to the deposit or transfer of any such Securities Entitlements entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts.