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 an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall comply with the provisions of this Section 4.4.1(b) 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 in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein) 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein), 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance 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. (i) Each Grantor agrees that that, except as otherwise permitted herein or in the Credit Agreement, with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Credit Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent; provided that (i) Grantors shall not be required to comply with the provisions of this Section 4.4.1(b) with respect to the capital stock of Venusa de Mexico, S.A. de C.V., Star Guide, Ltd or Medis S.A. de C.V. until the date that is 30 days after the Closing Date, (ii) Grantors shall only be required to deliver certificate(s) evidencing 50% of the capital stock of Star Guide, Ltd. (indorsed as required below) until the date that is six months after the Closing Date, and (iii) Grantors shall not be required to deliver evidence of the pledge under German law of 65% of the equity interests in UTISFM Feinmechanik GmbH, a German limited liability company, until the date that is the earlier of (A) the first anniversary of the Closing Date and (B) 60 days after a determination by Grantors not to actively pursue the sale of UTISFM Feinmechanik GmbH or substantially all its assets. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) 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 “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Unless prohibited by the Organizational Documents of the Issuer of any Investment Related Property with respect to a joint venture of such Grantor, each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Priority Lien Collateral AgentTrustee. With respect to any Investment Related Property in an aggregate a principal amount in excess of $250,000 5,000 individually that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except Account), subject to the extent set forth therein) terms of the Intercreditor Agreement, it shall cause such certificate or instrument to be delivered to the Priority Lien Collateral AgentTrustee, 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 Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), it shall cause the issuer of such uncertificated security to either either, subject to the terms of the Intercreditor Agreement, (i) register the Priority Lien Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agenthereto, pursuant to which such issuer agrees to comply with the Priority Lien Collateral AgentTrustee’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 an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Credit Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly 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 in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agenthereto, 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. In addition to the foregoing, with respect to all Investment Related Property (including, without limitation, Investment Related Property acquired after the Restatement Date), each Grantor shall deliver to Collateral Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit H hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit I hereto, or otherwise in form and substance satisfactory to Collateral Agent (“Registration Page”) and (z) cause each Issuer to execute and deliver a pledge acknowledgement substantially in the form of Exhibit J hereto (“Pledge Acknowledgement”).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Credit Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly 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 in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agenthereto, 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. In addition to the foregoing, with respect to all Investment Related Property (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 H hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit I hereto, or otherwise in form and substance satisfactory to Collateral Agent (“Registration Page”) and (z) cause each Issuer to execute and deliver a pledge acknowledgement substantially in the form of Exhibit J hereto (“Pledge Acknowledgement”).

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) it shall cause such certificate or instrument to be delivered to the Revolving 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(mAccount) except to the extent set forth therein), it each Grantor shall cause the any issuer of such uncertificated security securities to either (i) register the Collateral Agent as the registered owner thereof on the books execute and records of the issuer or (ii) execute an deliver a control agreement substantially in the form of Exhibit B hereto or otherwise with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Term Priority Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Term Collateral Agent in accordance with the terms of the Term Security Agreement and the Intercreditor Agreement.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is Collateral in which it such Grantor currently has rights, rights (other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except Receivables Contracts, to the extent set forth therein, it not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of this Section 4.4.1(b4.4.5(b) on or before the Effective Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, Grantor (other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except Receivables Contracts, to the extent set forth therein, it not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of this Section 4.4.1(b4.4.5(b) promptly 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 in an aggregate amount in excess of $250,000 that is Collateral that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except other than Receivables Contracts, to the extent set forth therein) it not required to be delivered by Section 4.3(b)), such Grantor 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is Collateral that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except other than Receivables Contracts, to the extent set forth thereinnot required to be delivered by Section 4.3(b)), it such Grantor 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral 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 an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective date that is 10 Business Days after the Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon within 10 Business Days after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) 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 8-8 107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agenthereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions as the Collateral Agent may request, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without 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 agent or to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, until such time as an Event of Default has occurred and is continuing and upon request of the Collateral Agent, no Grantor shall be required to (i) deliver to the Collateral Agent any Investment Related Property constituting Pledged Debt if the face value of such item is less than $100,000 individually or $500,000 in the aggregate, (ii) obtain control agreements with respect to any Investment Account located in a foreign jurisdiction, or (iii) obtain control agreements with respect to Investment Accounts the balances of which are less than $100,000 in the aggregate.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Term Collateral Agent. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) it shall cause such certificate or instrument to be delivered to the Term 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(mAccount) except to the extent set forth therein), it each Grantor shall cause the any issuer of such uncertificated security securities to either (i) register the Collateral Agent as the registered owner thereof on the books execute and records of the issuer or (ii) execute an deliver a control agreement substantially in the form of Exhibit B hereto or otherwise with respect to such uncertificated securities in form and substance reasonably satisfactory to the Term Collateral Agent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Term Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Revolving Collateral Agent in accordance with the terms of the Revolving Security Agreement and the Intercreditor Agreement.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly promptly, but in any event within three (3) 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 in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except which is subject to the extent set forth thereina valid Securities Account Control Agreement) 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 “"certificated security” " for purposes of the UCC, and shall, at the request of the Collateral Agent, cause the issuer of such Investment Related Property to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except which is subject to the extent set forth thereina valid Securities Account Control Agreement), 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) execute an a control agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s '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 an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b4.4(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b4.4(b) promptly 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 in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account Account), and any collateral securing letters of credit permitted by Section 6.2(m) except subject to the extent limitations set forth therein) in Section 2.2 hereof, it shall cause such certificate or instrument to be delivered to Collateral Agent (in accordance with the Collateral Agentterms 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 any Investment Related Property in an aggregate amount in excess of $250,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account Account), and any collateral securing letters of credit permitted by Section 6.2(m) except subject to the extent limitations set forth therein)in Section 2.2 hereof, 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) execute an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agenthereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor (in each case subject to the terms of the Intercreditor Agreement to the extent then in effect). In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the validity, perfection and priority of the security interest of Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without 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 agent. In addition, Collateral Agent (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 any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights thereintherein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion, in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount) it shall cause such certificate or instrument to be delivered to the Revolving 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 “certificated security” for purposes of the UCC. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is an “uncertificated security” for purposes as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(mAccount) except to the extent set forth therein), it each Grantor shall cause the any issuer of such uncertificated security securities to either (i) register the Collateral Agent as the registered owner thereof on the books execute and records of the issuer or (ii) execute an deliver a control agreement substantially in the form of Exhibit B hereto or otherwise with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in an aggregate amount in excess of $250,000 in which it currently has rights, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Effective Closing Date and with respect to any Investment Related Property in an aggregate amount in excess of $250,000 hereafter acquired by such Grantor, other than with respect to any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth therein, Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly upon within fifteen (15) days of acquiring rights therein, in each case (subject to the terms of the Intercreditor Agreement) in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property in an aggregate amount in excess of $250,000 that is represented by a certificate or that is an “"instrument” " (other than any Investment Related Property credited to a Securities Account Account, Investment Related Property not yet required to be delivered pursuant to Section 5.18 of the Credit Agreement and any collateral securing letters instruments in a principal amount not in excess of credit permitted by Section 6.2(m) except to $250,000 individually or $1,000,000 in the extent set forth thereinaggregate) it shall cause such certificate or instrument to be delivered to the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, 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 Investment Related Property in an aggregate amount in excess of $250,000 issued by a subsidiary that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account and any collateral securing letters of credit permitted by Section 6.2(m) except to the extent set forth thereinAccount), it shall cause the issuer of such uncertificated security to either (i) register execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent Agent's instructions (subject to the First Lien Collateral Agent's instructions, as applicable, in accordance with the registered owner thereof on the books and records terms of the Intercreditor Agreement) with respect to such uncertificated security 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 UCC in excess of $2,000,000 in the aggregate unless it shall have caused the issuer or (ii) of such uncertificated security to execute an agreement substantially in the form of Exhibit B hereto or otherwise in such form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s 's instructions (subject to the First Lien Collateral Agent's instructions, as applicable, in accordance with the terms of the Intercreditor Agreement) with respect to such uncertificated security without further consent by such Grantor.