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(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(b) no later than the next Quarterly Reporting Date 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, 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 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(b4.4.1(b) on or before the Credit 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(b4.4.1(b) promptly (in any event no later than the next Quarterly Reporting Date after 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral 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 Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Security Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Collateral 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 Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4(b4.4.1(b) on or before the Credit Completion Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b4.4.1(b) promptly (in any event no later than the next Quarterly Reporting Date after 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. With respect to any Collateral 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 any the 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 (i) register the Collateral Security Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Collateral 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(b4.4.1(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(b4.4.1(b) no later than the next Quarterly Reporting Date promptly 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 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, 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 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(b4.4.1(b) on or before the Credit Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall promptly comply with the provisions of this Section 4.4(b4.4.1(b) no later than the next Quarterly Reporting Date after immediately 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC issued by an issuer organized under the laws of the U.S. or any state thereof (other than any “uncertificated securities” credited to a Securities Account), it shall cause any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, 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 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(b4.4.1(b) on or before the Credit 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(b4.4.1(b) promptly (in any event no later than the next Quarterly Reporting Date after 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral 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 Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Security Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Collateral 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(b4.4.1(b) on or before the Credit 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(b4.4.1(b) no later than the next Quarterly Reporting Date after promptly 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) Account or any item of Other Intercompany Debt), it shall cause such certificate or instrument to be delivered to the 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, 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 without further consent by such Grantor, provided that the foregoing requirements shall not apply to any issuer that is a Grantor.

Delivery and Control. (i) 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(b) 4.04 on or before the Credit 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(b4.04 within ten (10) no later than the next Quarterly Reporting Date after days of acquiring rights therein, in each case in form and substance satisfactory to the Collateral 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 Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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, Uncertificated Security to either (i) register the Collateral Agent Grantee as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in form and substance satisfactory to the form of Exhibit B heretoGrantee, pursuant to which such issuer agrees to comply with the Collateral 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(b4.4.1(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(b4.4.1(b) no later than the next Quarterly Reporting Date after 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the execute an uncertificated securities control agreement in form and substance reasonably satisfactory to Collateral Agent, 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 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(b4.4.1(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(b4.4.1(b) promptly (in any event no later than the next Quarterly Reporting Date after 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral 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 Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Security Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Collateral 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 applicable provisions of this Section 4.4(b) 4.4.1 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(b4.4.1 within ten (10) no later than the next Quarterly Reporting Date Business Days after acquiring rights thereintherein (as such time period may be extended by the Collateral Agent in its reasonable discretion), in each case case, to the extent applicable, 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 securitiessecurity” credited to a Securities Account), it shall cause any the issuer of such uncertificated security which is to enter into a Subsidiarycontrol agreement, in form and shall use commercially reasonable efforts substance reasonably satisfactory to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, 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 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(b4.4.1(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(b4.4.1(b) no later than the next Quarterly Reporting Date after 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “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 any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto (with only such changes as may be approved by 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.

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(b4.04(a)(ii)(1) 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(b4.04(a)(ii)(1) promptly (and in any event no later than the next Quarterly Reporting Date ten (10) Business Days after acquisition thereof) upon acquiring rights therein, in each case in form and substance 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 indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. . (2) 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 any the 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 (ix) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (iiy) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretoand substance reasonably satisfactory to 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.

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(b4.4.5(b) on or before the Credit 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(b4.4.5(b) no later than the next Quarterly Reporting Date after 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCCUCC subject to the limits set forth in Section 2.2(c) hereof. 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 any the 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 (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretoAnnex III, 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 GrantorGrantor subject to the limits set forth in Section 2.2(c) hereof.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4(b4.4.1(b) on or before the Credit Date date hereof and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b4.4.1(b) promptly (in any event no later than the next Quarterly Reporting Date after 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral 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 PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. With respect to any Collateral 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 any the 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 (i) register the Collateral Security Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Collateral Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.