Common use of Delivery and Control Clause in Contracts

Delivery and Control. (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 in which it currently has rights it shall comply with the provisions of this Section 4.3.1(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 4.3.1(b) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral Trustee, 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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, (i) register the Parity Lien Collateral 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, pursuant to which such issuer agrees to comply with the Parity Lien Collateral Trustee’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.04(b) on or before the Closing Credit Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.04(b) promptly upon after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, indorsed in blank by an “effective indorsementendorsement” (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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities control agreement substantially in a form to be approved by the form of Exhibit B heretoCollateral Agent in its reasonable discretion, pursuant to which such issuer agrees agrees, after the occurrence and during the continuance of an Event of Default, to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Subject to Sections 1.04(g), (h) and (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 Grantorherein, each Grantor agrees that with respect to (vi) any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b) on or before the Closing Issue Date and (vii) with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b) promptly within ten days upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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, Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account” (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date, or at such other reasonable period agreed to by the Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary, no Grantor shall be required to take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall, subject to the Intercreditor Agreement (if applicable), have the right, with prior written 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, during the continuance of an Event of Default the Collateral Agent shall, subject to the Intercreditor Agreement (if applicable), 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. Subject to Sections 1.04(g), (h) and (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 Grantorherein, each Grantor agrees that with respect to (i) any such Investment Related Property constituting Collateral in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b3.03(c) on or before the Closing Issue Date and (ii) with respect to any such Investment Related Property constituting Collateral hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b3.03(c) promptly upon within ten days after acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property in a principal amount in excess of $5,000 individually constituting Collateral that is represented by a certificate or that is an “instrument” (other than any such Investment Related Property credited to a Securities Account), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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, Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account” (other than to the extent constituting Excluded Property), it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary, no Grantor shall be required to take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right, with prior written 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, during the continuance of an Event of Default the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), 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) 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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) on or before the Closing Credit Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) promptly upon within thirty (30) days of acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Revolving Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Revolving Collateral TrusteeAgent, 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 such Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Revolving Collateral Trustee 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, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Parity Lien Revolving Collateral Trustee’s 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 Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) on or before the Closing Credit Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) promptly upon within thirty (30) days of acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Term Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Revolving Collateral TrusteeAgent, 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 such Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Term Collateral Trustee 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, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Parity Lien Term Collateral Trustee’s 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 Liquid Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection 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 Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Term Collateral Agent's independent control where possible.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) on or before the Closing Date date hereof and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4.1(b) promptly immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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; provided however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent. With respect to any such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity First Lien Collateral Trustee Agent or 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, pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4(b) on or before the Closing Issue Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4(b) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property 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), and subject to the terms of the Intercreditor Agreementlimitations set forth in Section 2.2 hereof, it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 In addition to the foregoing, if any such issuer of any Investment Related Property that is an “uncertificated security” for purposes of located in a jurisdiction outside the UCC (other than any “uncertificated securities” credited to a Securities Account)United States, it each Grantor shall cause take such additional actions, including, without limitation, causing the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, (i) register the Parity Lien Collateral Trustee as the registered owner thereof pledge on the 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 issuer or 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 (iidetermined in accordance with GAAP) execute an agreement substantially in the form of Exhibit B hereto, pursuant such Foreign Subsidiaries with respect to which such issuer agrees actions have not been taken do not exceed $1,000,000 in the aggregate at any time. Upon the occurrence and during the continuance of an Event of Default under either Indenture, Collateral Agent shall have the right, without notice to comply with any Grantor, to transfer all or any portion of the Parity Lien Collateral Investment Related Property to its name or the name of its nominee or Trustee’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(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 4.3.1(b4.4.1(b) promptly immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities agreement substantially in form and substance satisfactory to the form of Exhibit B heretoCollateral Agent, pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor. In addition to the foregoing, and sub jet to the terms hereunder, if any issuer of any Investment Related Property that is included in the Collateral is located in a jurisdiction outside of 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 reasonably 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. In addition, the Collateral Agent 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) 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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4(b) on or before the Closing Credit Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4(b) promptly upon within thirty (30) days of acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 such Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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, pursuant to which such issuer agrees to comply with the Parity Lien Collateral Trustee’s Agent's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 Each Pledgor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b3.2(c) on or before the Closing Date and with respect to any such Investment Related Property hereafter acquired by such Grantor Pledgor it shall comply with the provisions of this Section 4.3.1(b3.2(c) promptly immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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 such Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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, pursuant to which such issuer agrees to comply with the Parity Lien Collateral Trustee’s Agent's instructions with respect to such uncertificated security without further consent by such GrantorPledgor. With respect to the Collateral Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto or such other agreement reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and "control" (as defined in Section 9-104 of Revised Article 9) over such Deposit Account. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Pledgor 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 reasonably 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 Pledgor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Pledgor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Collateral or Holdings Pledged Collateral that is Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.04(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 4.3.1(b4.04(b) promptly immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Parity Lien Collateral TrusteeAdministrative Agent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAdministrative Agent, indorsed in blank by an “effective indorsementendorsement” (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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (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, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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 heretohereto (or other form reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAdministrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. Notwithstanding the foregoing, so long as any obligations under the Term Loan Credit Agreement shall remain outstanding, the foregoing requirements for control shall be deemed satisfied if the Term Loan Collateral Agent (or its agents or bailees) shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(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 4.3.1(b4.4.1(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 Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), Account which is subject to the terms of the Intercreditor a valid Securities Account Control Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, 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, 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 such issuer. With respect to any such Investment Related Property that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities AccountAccount which is subject to a valid Securities Account Control Agreement), it shall cause the issuer of such uncertificated security to either, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee 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 heretoa control agreement, pursuant to which such issuer agrees to comply with the Parity Lien Collateral Trustee’s Agent's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.4(b) on or before the Closing Credit Date and with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b4.4(b) promptly upon no later than the next Quarterly Reporting Date after acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral TrusteeAgent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. With respect to any such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the any issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee Agent as the registered owner thereof on the books and records of the issuer or (ii) upon request by the Collateral Agent, execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (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 in which it currently has rights it shall comply with the provisions of this Section 4.3.1(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 4.3.1(b) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property 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 the Cash Collateral Accounts) consisting of Securities Account), subject to the terms of the Intercreditor Agreement, it shall cause such certificate Accounts or instrument to be delivered to the Parity Lien Collateral Trustee, 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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account)Entitlements, it shall cause the issuer of securities intermediary maintaining such uncertificated security Securities Account or Securities Entitlement to either, subject to the terms of the Intercreditor Agreement, (i) register the Parity Lien Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute enter into an agreement substantially in the form of Exhibit B hereto, C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees it shall agree to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security “entitlement orders” without further consent by such Grantor.. With respect to any Deposit Account (other than the Cash Collateral Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Effective Date, as of or prior to the Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts;

Delivery and Control. (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 Each Grantor agrees that with respect to any such Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.3.1(b4.04(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 4.3.1(b4.04(b) promptly upon after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Parity Lien Collateral TrusteeAgent. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, ) it shall cause such certificate or instrument to be delivered to the Parity First Lien Collateral TrusteeAgent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, indorsed in blank by an “effective indorsementendorsement” (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 such Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to eithercause any issuer of such uncertificated security which is not a Subsidiary, subject to the terms of the Intercreditor Agreement, either (i) register the Parity Lien Collateral Trustee Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities control agreement substantially in a form to be approved by the form of Exhibit B heretoCollateral Agent in its reasonable discretion, pursuant to which such issuer agrees agrees, after the occurrence and during the continuance of an Event of Default, to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Subject to clause (iiv) 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 Grantorbelow, each Grantor agrees that with respect to any such Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an Account Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which it currently has rights it shall agree to comply with the provisions Collateral Agent’s “entitlement orders” without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of this Section 4.3.1(b9-106 of the UCC) on over such Securities Accounts or before the Closing Date and Securities Entitlements. Subject to clause (iv) below, with respect to any such Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.3.1(b) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Parity Lien Collateral Trustee. With respect to any such Investment Related Property 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), subject to the terms of the Intercreditor Agreement, it shall cause such certificate or instrument to be delivered to the Parity Lien Collateral Trustee, 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 such Investment Related Property that is an a “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Deposit Account)”, it shall cause the issuer of depositary institution maintaining such uncertificated security account to eitherenter into an Account Control Agreement, subject in form and substance reasonably satisfactory to the terms of the Intercreditor Agreement, (i) register the Parity Lien Collateral 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 heretoAgent, pursuant to which such issuer agrees the depositary institution shall agree to comply with the Parity Lien Collateral TrusteeAgent’s instructions with respect to such uncertificated security without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Subject to clause (iv) below, with respect to any Investment Related Property that is a “Commodity Account,” it shall cause the commodity intermediary maintaining such account to enter into an Account Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodity Account. The Collateral Agent agrees it shall not exercise control over any such Securities Account, Deposit Account or Commodities Account unless an Event of Default shall have occurred and be continuing.