Common use of Delivery and Control Clause in Contracts

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) 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 required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collection) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that Subject to the Intercreditor Agreement, with respect to any Investment Related Property required to be pledged hereunder of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which it currently has rights it limitation shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect not apply to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(bEquity Interests in Subsidiaries) 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 required to be pledged hereunder that is (A) (represented by a certificate or that is an “instrument” Instrument (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collection) it Account), such Grantor shall cause such certificate or instrument Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having ) or (B) an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States Uncertificated Security (other than any “uncertificated securities” Uncertificated Securities credited to a Securities Account), it such Grantor shall cause the issuer of such uncertificated security Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of DefaultAgent a completed Pledge Supplement, without further consent duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the 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 4.04(b4.4.1(b) 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 required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in issued by an entity issuer organized under the laws of the U.S. or any jurisdiction outside of the United States state thereof (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.

Delivery and Control. Each (i) To the extent any of the Collateral includes any Investment Related Property, unless prohibited by the Organizational Documents of the issuer of any such Investment Related Property with respect to a joint venture of such Grantor, each Grantor agrees that with respect to any such Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any such Investment Related Property required to be pledged hereunder in a principal amount in excess of $5,000 individually that is represented by a certificate or that is an “instrument” (other than any such Investment Related Property credited to a Securities Account or an item Account), subject to be deposited for collection) the terms of the Intercreditor Agreement, it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any such Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either either, subject to the terms of the Intercreditor Agreement, (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4(b) on or before the Closing Issue Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4(b) immediately promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item Account), and subject to be deposited for collection) the limitations set forth in Section 2.2 hereof, it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided. In addition to the foregoing, however, the covenant contained herein shall not apply to “instruments” having an aggregate value if any issuer of less than $250,000. With respect to any Investment Related Property issued by is located in a jurisdiction outside the United States, each Grantor required 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 pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized necessary or advisable, under the laws of any such issuer’s jurisdiction outside to insure the validity, perfection and priority of the United States security interest of Collateral Agent; provided that the Grantors 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 (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer determined in accordance with GAAP) of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B hereto, pursuant Foreign Subsidiaries with respect to which such issuer agrees to comply with actions have not been taken do not exceed $1,000,000 in the Collateral Agent’s instructions with respect to such uncertificated security upon aggregate at any time. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without further consent by such notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or Trustee.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Issue Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an any item to be deposited for collection) of Other Intercompany Debt), it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor, provided that the foregoing requirements shall not apply to any issuer that is a Grantor.

Delivery and Control. (1) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4(c)(4) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4(c)(4) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Joint Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “"instrument” " (other than (x) any Investment Related Property credited to a Securities Account and instruments having a principal amount of less than $7,500 individually and $50,000 in the aggregate or an item (y) any instruments included in the definition of Foreign Subsidiary Collateral that are delivered to be deposited for collectionthe Intercreditor Agent and Security Trustee) it shall cause such certificate or instrument to be delivered to the Joint Collateral Agent, indorsed in blank by an “"effective endorsement” indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “"uncertificated security” " for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Joint Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit Annex B hereto, pursuant to which such issuer agrees to comply with the Joint Collateral Agent’s 's instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor. Notwithstanding the foregoing, with respect to the shares of any Foreign Subsidiary subject to the security interest in favor of the Intercreditor Agent and Security Trustee, it shall be sufficient if the related Grantor shall take all steps necessary under French and English law to create a valid, perfected, first priority security interest (subject to Permitted Liens) in favor of the Intercreditor Agent and Security Trustee.

Delivery and Control. Each Grantor agrees that Subject to the Intercreditor Agreement, with respect to any Investment Related Property required to be pledged hereunder of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which it currently has rights it limitation shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect not apply to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(bEquity Interests in Subsidiaries) 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 required to be pledged hereunder that is (A) (represented by a certificate or that is an “instrument” Instrument (other than any Investment Related Property credited to a Securities Account Account), such Grantor shall within 30 days of acquisition thereof or an item to be deposited for collection) it shall such longer period as the Administrative Agent may agree, cause such certificate or instrument Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having ) or (B) an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States Uncertificated Security (other than any “uncertificated securities” Uncertificated Securities credited to a Securities Account), it such Grantor shall cause the issuer of such uncertificated security Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall within 30 days of the acquisition thereof or (ii) use commercially reasonable efforts such longer period as the Administrative Agent may agree, deliver to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of DefaultAgent a completed Pledge Supplement, without further consent duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4(b) on or before the Closing Date (or such other time period as specified in the Credit Agreement) and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4(b) immediately upon no later than the next Quarterly Reporting Date after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the any issuer of such uncertificated security to either which is a Subsidiary (i) register the Collateral Agent as the registered owner thereof on the books other than an Immaterial Subsidiary), and records of the issuer or (ii) shall use commercially reasonable efforts to cause the any issuer of such uncertificated security to which is not a Subsidiary, upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B heretohereto or such other form reasonably acceptable to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.

Delivery and Control. Each (i) Grantor agrees that with respect to any Collateral Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately 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 Collateral Agent. With respect to any Collateral Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Collateral Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B heretohereto or such other form as shall be reasonably acceptable to Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Issue Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an any item to be deposited for collection) of Other Intercompany Debt), it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, 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 Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder with a value in excess of $500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property with a value in excess of $500,000 hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately within 5 Business Days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral AgentAgent (acting upon a Direction of the Requisite Lenders in their reasonable discretion). With respect to any Investment Related Property required to be pledged hereunder with a value in excess of $500,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by with a Grantor required to be pledged hereunder value in excess of $500,000 that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor. In addition to the foregoing, with respect to all Investment Related Property with a value in excess of $500,000 (including, without limitation, Investment Related Property acquired after the Closing Date), each Grantor shall deliver to Collateral Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit C hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit D hereto, or otherwise in form and substance satisfactory to Collateral Agent (acting upon a Direction of the Requisite Lenders) (“Registration Page”) and (z) cause each Issuer to execute and deliver a pledge acknowledgement substantially in the form of Exhibit E hereto (“Pledge Acknowledgement”).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required that is included in the Collateral with a value in excess of $100,000 individually or $300,000 in the aggregate (except with respect to be pledged hereunder any Investment Related Property issued by a Grantor or any Subsidiary of a Grantor, as to which such threshold shall not apply, and excluding Cash Equivalents) in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before no later than 60 days following the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor that is included in the Collateral it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately upon no later than 30 days after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Investment Related Property required to be pledged hereunder that is included in the Collateral and that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in form and substance reasonably acceptable to the form of Exhibit B heretoAdministrative Agent, pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor; provided, however, that to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights and which is included in the Collateral it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor and which is included in the Collateral, it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately within (10) Business Days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) and which is included in the Collateral, it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 (such instructions only to be given upon the occurrence and during the continuance of an Event of Default, Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) 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 required to be pledged hereunder that is Collateral that is (a) represented by a certificate or (b) that is an “instrument” (other than (i) any Investment Related Property credited to a Securities Account or Account, (ii) instruments generated by casino patrons in the ordinary course of gaming activities, (iii) Investment Related Property constituting Pledged Debt with an item to be deposited for collectionaggregate value of less than $500,000 and (iv) checks received in the ordinary course of business), it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is Collateral that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall use reasonable commercial efforts to cause the issuer of such uncertificated security to either (iA) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (iiB) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B heretoB, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor. Until the Secured Obligations have been paid in full and subject to the Intercreditor Agreement, any obligation of Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) delivery of any certificate or instruments representing any Investment Related Property that is represented by a certificate or that is an “instrument” (including any endorsements related thereto), any other Instrument (including any endorsements related thereto) or any Chattel Paper to the Collateral Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of such Investment Related Property, other Instrument or Chattel Paper is made to, or such possession is with, the Term Loan Collateral Agent.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately upon within fifteen (15) days of acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account or an item Account, Investment Related Property not yet required to be deposited for collectiondelivered pursuant to Section 5.18 of the Credit Agreement, and instruments in a principal amount in excess of $250,000 individually or $1,000,000 in the aggregate) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective endorsement” indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder subsidiary that is an “"uncertificated security” " for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security upon without further consent by such Grantor. Each Grantor agrees that it shall not own or hold any interest in any Investment Related Property issued by a mutual fund or any other open ended investment fund that is an "uncertificated security" for purposes of the occurrence and during UCC in excess of $2,000,000 in the continuance aggregate unless it shall have caused the issuer of such uncertificated security to execute an Event agreement substantially in the form of DefaultExhibit B hereto or such form reasonably satisfactory to the 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. Each Grantor agrees that Subject to the Intercreditor Agreements, with respect to any Investment Related Property required to be pledged hereunder of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which it currently has rights it limitation shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect not apply to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(bEquity Interests in Subsidiaries) 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 required to be pledged hereunder that is (A) represented by a certificate or that is an “instrument” Instrument (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collection) it Account), such Grantor shall cause such certificate or instrument Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having ) or (B) an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States Uncertificated Security (other than any “uncertificated securities” Uncertificated Securities credited to a Securities Account), it such Grantor shall cause the issuer of such uncertificated security Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of DefaultAgent a completed Pledge Supplement, without further consent duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Indenture and/or the Intercreditor Agreements; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights and which is included in the Collateral it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Date date hereof and with respect to any Investment Related Property hereafter acquired by such Grantor and which is included in the Collateral, it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately within (10) Business Days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) and which is included in the Collateral, it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts execute a control agreement reasonably acceptable to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B heretoCollateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security (such instructions only to be given upon the occurrence and during the continuance of an Event of Default, Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral that is Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective endorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), individually with a value in excess of $250,000 or in the aggregate with a value in excess of $250,000, it shall cause the issuer of such uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) use commercially reasonable efforts to cause the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B heretohereto (or other form reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor. Notwithstanding the foregoing, to the extent any Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement) is outstanding, and the Collateral under this Section 4.04(b) constitutes Term Loan Priority Collateral, the foregoing requirements for control shall be deemed satisfied if the collateral agent (or its agents or bailees) in respect of any such Post-Closing Term Loan Indebtedness shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of this Section 4.04(b4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b4.4.1(b) immediately promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account or an item to be deposited for collectionAccount) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective endorsementindorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer (in the case of Pledged Equity Interests issued by a Subsidiary of a Grantor, mutual funds and other open-ended investments funds) and it shall use its commercially reasonable efforts to cause the issuer (in the case of all other Investment Related Property) of such uncertificated security to either (iA) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (iiB) use commercially reasonable efforts to cause the issuer of such uncertificated security to 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 upon the occurrence and during the continuance of an Event of Default, without further consent by such Grantor.