Common use of Delivery and Control Clause in Contracts

Delivery and Control. The Grantor agrees that with respect to any Pledged Debt in which it currently has rights it shall comply with the provisions of this subsection (iii) on or before the date hereof and with respect to any Pledged Debt hereafter acquired by it it shall comply with the provisions of this subsection (iii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Parties. With respect to any Pledged Debt that is represented by a certificate or that is an “instrument” it shall cause such certificate or instrument to be delivered to the Secured Parties, duly indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate or instrument constitutes a “certificated security” for purposes of the UCC. If any issuer of any Pledged Debt is located in a jurisdiction outside of the United States, the Grantor shall take such 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 Secured Parties. Upon the occurrence of a Default or an Event of Default, the Secured Parties shall have the right, without notice to the Grantor, to transfer all or any portion of Pledged Debt to its name or the name of its nominee or agent. In addition, the Secured Parties shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Each Grantor agrees that with respect to any Pledged Debt Investment Related Property in which it currently has rights it shall comply with the provisions of this subsection (iiiSection 4.4(b) on or before the date hereof Issue Date and with respect to any Pledged Debt Investment Related Property hereafter acquired by it such Grantor it shall comply with the provisions of this subsection (iiiSection 4.4(b) immediately promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Parties. With respect to any Pledged Debt 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 the Secured PartiesCollateral Agent, duly indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate or instrument constitutes a “certificated security” for purposes of the UCC. If In addition to the foregoing, if any issuer of any Pledged Debt Investment Related Property is located in a jurisdiction outside of the United States, the each Grantor shall take such 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 Collateral Agent; provided that the Secured PartiesGrantors shall not be required to take any actions contemplated by this sentence with respect to the pledge of Equity Interests of Foreign Subsidiaries so long as the total assets (determined in accordance with GAAP) of such Foreign Subsidiaries with respect to which such actions have not been taken do not exceed $1,000,000 in the aggregate at any time. Upon the occurrence and during the continuance of a Default or an Event of Default, the Secured Parties Collateral Agent shall have the right, without notice to the any Grantor, to transfer all or any portion of Pledged Debt the Investment Related Property to its name or the name of its nominee or agent. In addition, the Secured Parties shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged Debt for certificates or instruments of smaller or larger denominationsTrustee.

Delivery and Control. The Each Grantor agrees that with respect to any Pledged Debt Equity Interests in which it currently has rights it shall comply with the provisions of this subsection (iiiSection 3.2(c) on or before the date hereof and with respect to any Pledged Debt Equity Interests hereafter acquired by it such Grantor it shall comply with the provisions of this subsection (iiiSection 3.2(c) immediately promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Secured PartiesCollateral Agent. With respect to any Pledged Debt Equity Interest that is represented by a certificate or that is an “"instrument” ", it shall cause such certificate or instrument to be delivered to the Secured PartiesCollateral Agent, duly indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate or instrument constitutes a “"certificated security” " for purposes of the UCC. If With respect to any Pledged Equity Interest that is an "uncertificated security" for purposes of the UCC, it shall cause the issuer of any Pledged Debt is located in a jurisdiction outside of the United States, the Grantor shall take such additional actions, including, without limitation, causing the issuer uncertificated security to either (i) register the pledge Collateral Agent as the registered owner thereof on its the 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 issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security interest of the Secured Partieswithout further consent by such Grantor. Upon the occurrence and during the continuance of a Default or an Event of Default, the Secured Parties Collateral Agent shall have the right, without notice to the any Grantor, to transfer all or any portion of the Pledged Debt Equity Interests to its name or the name of its nominee or agent. In addition, the Secured Parties Collateral Agent shall have the right at any timetime upon the occurrence and during the continuance of an Event of Default, without notice to the any Grantor, to exchange any certificates or instruments representing any Pledged Debt Equity Interest for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Grantor agrees that with respect to any ------------------- Pledged Debt Interest in which it currently has rights it shall comply with the provisions of this subsection (iii3) on or before the date hereof and with respect to any Pledged Debt Interest hereafter acquired by it such Grantor it shall comply with the provisions of this subsection (iii3) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured PartiesParty. With respect to any Pledged Debt Interest that is represented by a certificate or that is an “"instrument” ", it shall cause such certificate or instrument to be delivered to the Secured PartiesParty, duly indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate or instrument constitutes a “"certificated security” " for purposes of the UCC. With respect to any Pledged Interest that is an "uncertificated security" for purposes of the UCC, it shall cause the issuer of such uncertificated security to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement, in form and substance satisfactory to the Secured Party, pursuant to which such issuer agrees to comply with the Secured Party's instructions with respect to such uncertificated security without further consent by such Grantor. If any issuer of any Pledged Debt Interest is located in a jurisdiction outside of the United StatesStates of America, the Grantor shall take such 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 's jurisdiction, to insure ensure the validity, perfection and priority of the security interest of the Secured PartiesParty. Upon the occurrence of a Default or an Event of Default, the Secured Parties Party shall have the right, without notice to the Grantor, to transfer all or any portion of Pledged Debt Interest to its name or the name of its nominee or agent. In addition, the Secured Parties Party shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged Debt Interest for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Each Grantor agrees that with respect to any Pledged Debt Investment Related Property in which it currently has rights it shall comply with the provisions of this subsection (iiiSection 4.4(b) on or before the date hereof Issue Date and with respect to any Pledged Debt Investment Related Property hereafter acquired by it such Grantor it shall comply with the provisions of this subsection (iiiSection 4.4(b) immediately promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Parties. With respect to any Pledged Debt 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 the Secured PartiesCollateral Agent, duly indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate or instrument constitutes a “certificated security” for purposes of the UCC. If In addition to the foregoing, if any issuer of any Pledged Debt Investment Related Property is located in a jurisdiction outside of the United States, the each Grantor shall take such 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 Collateral Agent; provided that the Secured PartiesGrantors shall not be required to take any actions contemplated by this sentence with respect to the pledge of Equity Interests of Foreign Subsidiaries so long as the total assets (determined in accordance with GAAP) of such Foreign Subsidiaries with respect to which such actions have not been taken do not exceed $1,000,000 in the aggregate at any time. Upon the occurrence and during the continuance of a Default or an Event of DefaultDefault under either Indenture, the Secured Parties Collateral Agent shall have the right, without notice to the any Grantor, to transfer all or any portion of Pledged Debt the Investment Related Property to its name or the name of its nominee or agent. In addition, the Secured Parties shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged Debt for certificates or instruments of smaller or larger denominationsTrustee.