Common use of Delivery and Control Clause in Contracts

Delivery and Control. The Grantor agrees that with respect to any ------------------- Pledged Interest in which it currently has rights it shall comply with the provisions of this subsection (3) on or before the date hereof and with respect to any Pledged Interest hereafter acquired by such Grantor it shall comply with the provisions of this subsection (3) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged 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 Party, 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 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 Interest is located in a jurisdiction outside of the United States 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, to ensure the validity, perfection and priority of the security interest of the Secured Party. Upon the occurrence of an Event of Default, the Secured Party shall have the right, without notice to the Grantor, to transfer all or any portion of Pledged Interest to its name or the name of its nominee or agent. In addition, the Secured Party shall have the right at any time, without notice to the Grantor, to exchange any certificates or instruments representing any Pledged Interest for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Grantor Each Debtor agrees that with respect to any ------------------- Pledged Interest Investment Related Property in which it currently has rights it shall comply with the provisions of this subsection (3Section 4.4(c) on or before the date hereof Closing Date and with respect to any Pledged Interest Investment Related Property hereafter acquired by such Grantor Debtor it shall comply with the provisions of this subsection (3Section 4.4(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Interest Investment Related Property that is now or hereafter 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 Credit Facility Secured PartyParty (in accordance with the terms 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. In the event that at any time after the date of this Agreement any Pledged LLC Interest or Pledged Partnership Interest is (i) dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security or (iv) is held in a securities account, the applicable Debtor will immediately notify Secured Party in writing of such event, and will immediately execute such documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party (subject to the terms of the Intercreditor Agreement to the extent then in effect) control (within the meaning of Article 8 of the UCC) of the Pledged LLC Interest or Pledged Partnership Interest, as applicable. Each Debtor represents and warrants that none of the events described in clauses (i), (ii), (iii) or (iv) above has occurred and is existing as of the date of this Agreement. No Debtor will contest in any manner the perfection or priority of Secured Party's lien on any Pledged LLC Interest or any Pledged Partnership Interest. With respect to any Pledged Interest that is an "uncertificated security" for purposes Investment Related Property consisting of the UCCSecurities Accounts or Securities Entitlements, it shall cause the issuer of securities intermediary maintaining such uncertificated security Securities Account or Securities Entitlement to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or (ii) execute enter into an agreement, agreement [in form and substance satisfactory to Secured Party][substantially in the Secured Party, form of Exhibit C hereto] pursuant to which such issuer agrees it shall, subject to the Intercreditor Agreement to the extent then in effect, agree to comply with the Secured Party's instructions with respect to such uncertificated security "entitlement orders" without further consent by such GrantorDebtor. If With respect to any Investment Related Property that is a "Deposit Account," it shall cause the depositary institution maintaining such account to enter into an agreement [in form and substance satisfactory to Secured Party][substantially in the form of Exhibit C hereto], pursuant to which Secured Party, subject to the terms of the Intercreditor Agreement to the extent then in effect, shall have both dominion and control over such Deposit Account (within 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 Pledged Interest Investment Related Property is located in a jurisdiction outside of the United States of AmericaStates, the Grantor each Debtor 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, jurisdiction to ensure insure the validity, perfection and priority of the security interest of the Secured Party. Upon the occurrence of an Event of Default, subject to the terms of the Intercreditor Agreement to the extent then in effect, any applicable Gaming Laws and other applicable laws (including, without limitation, Liquor Laws) and Section 7 hereof, Secured Party shall have the right, without notice right to the Grantor, to transfer have all or any portion of the Pledged Interest to LLC Interests and the Pledged Partnership Interests registered in its name or the name of its a nominee or agentagent on the books of the Company, to the extent necessary to enforce its rights to receive distributions with respect thereto or vote such Pledged LLC Interests and Pledged Partnership Interests; provided that no such registration shall constitute a transfer of ownership and no Debtor shall be deemed to have waived its rights under Section 9-610 of the UCC to have the Pledged LLC Interests and the Pledged Partnership Interests sold in a public sale. In addition, the Secured Party (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, without notice to the Grantorany Debtor, to exchange any certificates or instruments representing any Pledged Interest Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Grantor Each Debtor agrees that (i) with respect to any ------------------- Pledged Interest Investment Property in which it currently has rights as of the Issue Date it shall comply with the provisions of this subsection (3Section 4.4(c) on or before the date hereof Issue Date; and (ii) with respect to any Pledged Interest Investment Property hereafter acquired by such Grantor Debtor it shall comply with the provisions of this subsection (3Section 4.4(c) immediately promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Interest Investment Property that is now or hereafter represented by a certificate or that is an "instrument", " (other than any Investment Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Credit Facility Secured PartyParty or the Secured Party (in accordance with the terms 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. In the event that at any time after the date of this Agreement any partnership interest or limited liability company interest included in the Collateral is (i) dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security or (iv) is held in a securities account, the applicable Debtor will promptly notify Secured Party in writing of such event, and will promptly execute such documents, and do such other acts or things reasonably requested by Secured Party to deliver to Credit Facility Secured Party or Secured Party (subject to the terms of the Intercreditor Agreement to the extent then in effect) control (within the meaning of Article 8 of the UCC) of such partnership interest or limited liability company interest, as applicable. Each Debtor represents and warrants that none of the events described in clauses (i), (ii), (iii) or (iv) of the immediately preceding sentence has occurred and is existing as of the date of this Agreement. No Debtor will contest in any manner the perfection or priority of Secured Party's lien on any partnership interest or limited liability company interest included in the Collateral. With respect to any Pledged Interest that is an "uncertificated security" for purposes Investment Property consisting of Securities Accounts or securities entitlements (as defined in Article 8 of the UCC), to the extent required under the Credit Facility Documents, it shall use its reasonable best efforts to cause the issuer of securities intermediary maintaining such uncertificated security Securities Account or securities entitlement to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or (ii) execute enter into an agreement, agreement in form and substance reasonably satisfactory to Secured Party pursuant to which it shall, subject to the Intercreditor Agreement to the extent then in effect, agree to comply with the Credit Facility Secured Party's or the Secured Party's "entitlement orders" without further consent by such Debtor. With respect to any material Investment Property that is a "Deposit Account," to the extent required under the Credit Facility Documents, it shall use its reasonable best efforts to cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to Secured Party, pursuant to which such issuer agrees to comply with the Credit Agreement Secured Party or the Secured Party's instructions with respect , subject to the terms of the Intercreditor Agreement to the extent then in effect and any agreements between Secured Party, Credit Facility Secured Party and the depositary institution, shall have both dominion and control over such uncertificated security without further consent by Deposit Account (within the meaning of the common law) and "control" (as defined in Section 9-104 of the UCC) over such GrantorDeposit Account. If In addition to the foregoing, if any issuer of any Pledged Interest Investment Property is located in a jurisdiction outside of the United States of AmericaStates, the Grantor each Debtor shall take such additional actionsactions within its power or control, 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 the Secured Party may be necessary or advisablereasonably request, under the laws of such issuer's jurisdiction, jurisdiction to ensure insure the validity, perfection and priority of the security interest of the Secured Party. Upon the occurrence of an Event of Default, subject to the terms of the Credit Facility Documents and the Intercreditor Agreement, in each case, to the extent then in effect, any applicable laws (including, without limitation) and Section 7 hereof, Secured Party shall have the right, without notice right to the Grantor, to transfer have all or any portion of Pledged Interest to the partnership interests or limited liability company interests included in the Collateral registered in its name or the name of its a nominee or agentagent on the books of the issuer, to the extent necessary to enforce its rights to receive distributions with respect thereto or vote such partnership interests and limited liability company interests; provided that no such registration shall constitute a transfer of ownership and no Debtor shall be deemed to have waived its rights under Section 9-610 of the UCC to have such partnership interests or limited liability company interests sold in a public sale. In addition, the Secured Party (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, without notice to the Grantorany Debtor, to exchange any certificates or instruments representing any Pledged Interest Investment Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Grantor Each Debtor agrees that (i) with respect to any ------------------- Pledged Interest Investment Related Property (other than Deposit Accounts) in which it currently has rights as of the Closing Date it shall comply with the provisions of this subsection (3Section 4.4(c) on or before the date hereof and Closing Date; (ii) with respect to any Pledged Interest hereafter acquired by such Grantor Deposit Accounts in which it has rights as of the Closing Date it shall comply with the provisions of this subsection Section 4.4(c) no later than 40 days after the Closing Date; and (3iii) with respect to any Investment Related Property hereafter acquired by such Debtor it shall comply with the provisions of this Section 4.4(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Interest Investment Related Property that is now or hereafter 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 Credit Facility Secured PartyParty (in accordance with the terms 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. In the event that at any time after the date of this Agreement any Pledged LLC Interest or Pledged Partnership Interest is (i) dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security or (iv) is held in a securities account, the applicable Debtor will immediately notify Secured Party in writing of such event, and will immediately execute such documents, and do such other acts or things deemed appropriate by Secured Party to deliver to Secured Party (subject to the terms of the Intercreditor Agreement to the extent then in effect) control (within the meaning of Article 8 of the UCC) of the Pledged LLC Interest or Pledged Partnership Interest, as applicable. Each Debtor represents and warrants that none of the events described in clauses (i), (ii), (iii) or (iv) above has occurred and is existing as of the date of this Agreement. No Debtor will contest in any manner the perfection or priority of Secured Party's lien on any Pledged LLC Interest or any Pledged Partnership Interest. With respect to any Pledged Interest that is an "uncertificated security" for purposes Investment Related Property consisting of the UCCSecurities Accounts or Securities Entitlements, it shall cause the issuer of securities intermediary maintaining such uncertificated security Securities Account or Securities Entitlement to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or (ii) execute enter into an agreement, agreement in form and substance satisfactory to Secured Party pursuant to which it shall, subject to the Intercreditor Agreement to the extent then in effect, agree to comply with Secured Party's "entitlement orders" without further consent by such Debtor. With respect to any Investment Related Property that is a "Deposit Account," it shall cause the depositary institution maintaining such account to enter into an agreement in form and substance satisfactory to Secured Party, pursuant to which such issuer agrees to comply with the Secured Party's instructions with respect , subject to the terms of the Intercreditor Agreement to the extent then in effect, shall have both dominion and control over such uncertificated security without further consent by Deposit Account (within the meaning of the common law) and "control" (as defined in Section 9-104 of Revised Article 9) over such GrantorDeposit Account. If In addition to the foregoing, if any issuer of any Pledged Interest Investment Related Property is located in a jurisdiction outside of the United States of AmericaStates, the Grantor each Debtor 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, jurisdiction to ensure insure the validity, perfection and priority of the security interest of the Secured Party. Upon the occurrence of an Event of Default, subject to the terms of the Intercreditor Agreement to the extent then in effect, any applicable Gaming Laws and other applicable laws (including, without limitation, Liquor Laws) and Section 7 hereof, Secured Party shall have the right, without notice right to the Grantor, to transfer have all or any portion of the Pledged Interest to LLC Interests and the Pledged Partnership Interests registered in its name or the name of its a nominee or agentagent on the books of the Company, to the extent necessary to enforce its rights to receive distributions with respect thereto or vote such Pledged LLC Interests and Pledged Partnership Interests; provided that no such registration shall constitute a transfer of ownership and no Debtor shall be deemed to have waived its rights under Section 9-610 of the UCC to have the Pledged LLC Interests and the Pledged Partnership Interests sold in a public sale. In addition, the Secured Party (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, without notice to the Grantorany Debtor, to exchange any certificates or instruments representing any Pledged Interest Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. The Grantor Pledgor agrees that with respect to any ------------------- Pledged Interest LLC Interests in which it currently has rights it shall comply with the provisions of this subsection (3Section 4.2(c) on or before the date hereof Closing Date and with respect to any Pledged Interest LLC Interests hereafter acquired by such Grantor Pledgor it shall comply with the provisions of this subsection (3Section 4.2(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Interest LLC Interests that is now or hereafter represented by a certificate or that is an "instrument", " it shall cause such certificate or instrument to be delivered to Secured Party or Credit Facility Secured Party (in accordance with the Secured Partyterms 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 In the event that at any time after the date of this Agreement any Pledged LLC Interest is (i) dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is an "uncertificated security" for purposes a security governed by Article 8 of the UCC, it shall cause the issuer (iii) is an investment company security or (iv) is held in a securities account, Pledgor will immediately notify Secured Party in writing of such uncertificated security event, and will immediately execute such documents, and do such other acts or things deemed appropriate by Secured Party to either deliver to Secured Party (subject to the terms of the Intercreditor Agreement to the extent then in effect) control (within the meaning of Article 8 of the UCC) of the Pledged LLC Interest. Pledgor represents and warrants that none of the events described in clauses (i), (ii), (iii) register the Secured Party or (iv) above has occurred and is existing as the registered owner thereof on the books and records of the issuer date of this Agreement. Pledgor will not contest in any manner the perfection or (ii) execute an agreement, in form and substance satisfactory to the Secured Party, pursuant to which such issuer agrees to comply with the priority of Secured Party's instructions with respect to such uncertificated security without further consent by such Grantor. If any issuer of lien on any Pledged Interest is located in a jurisdiction outside of the United States 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, to ensure the validity, perfection and priority of the security interest of the Secured PartyLLC Interest. Upon the occurrence of an Event of Default, subject to the terms of the Intercreditor Agreement to the extent then in effect, any applicable Gaming Laws and other applicable laws (including, without limitation, Liquor Laws) and Section 7 hereof, Secured Party shall have the right, without notice right to the Grantor, to transfer have all or any portion of the Pledged Interest to LLC Interests registered in its name or the name of its a nominee or agentagent on the books of the Company, to the extent necessary to enforce its rights to receive distributions with respect thereto or vote such Pledged LLC Interests; provided that no such registration shall constitute a transfer of ownership and Pledgor shall not be deemed to have waived its rights under Section 9-610 of the UCC to have the Pledged LLC Interests sold in a public sale. In addition, the Secured Party (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, without notice to the GrantorPledgor, to exchange any certificates or instruments representing any Pledged Interest LLC Interests for certificates or instruments of smaller or larger denominations.