Common use of Delivery and Control Clause in Contracts

Delivery and Control. (i) With respect to any 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 agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree, subject to the Intercreditor Agreement, to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account which is not a Store Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which, subject to the Intercreditor Agreement, 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 Controlled Deposit Accounts that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements not otherwise covered by the Deposit Agreement, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a "Deposit Account which is Account" not a Store Accountotherwise covered by the Deposit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which, subject to the Intercreditor Agreement, 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 Controlled Deposit Accounts that exist on the Closing Datedate hereof, as of or prior to the Closing Date date hereof, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing Datedate hereof, as of or prior to the deposit or transfer of any such 15 Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any 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 a securities account control agreement substantially in a form to be approved by the form of Exhibit C hereto Collateral Agent in its reasonable discretion pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor after and during the continuance of an Event of Default. With To the extent required by Section 5.15 of the Credit Agreement, with respect to any Investment Related Property that is a “Deposit Account which is not a Store Account, ,” it shall cause the depositary institution maintaining such account to enter into an a deposit account control agreement substantially in a form to be approved by the form of Exhibit D heretoCollateral Agent in its reasonable discretion, pursuant to which, subject to the Intercreditor Agreement, 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 required above with respect to: (i) any Securities Accounts, Securities Entitlements or Controlled Deposit Accounts that exist on the Closing Date, as of or prior to within 60 days after the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any 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 agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a "Deposit Account which is not a Store Account, ," it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which, subject to the Intercreditor Agreement, which the Collateral Agent shall have “both sole dominion and control over such Deposit Account (within the meaning of the common law) and "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 Controlled Deposit Accounts that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any 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 agreement substantially in the form of Exhibit C hereto (with only such changes as may be approved by Collateral Agent) pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account which is not a Store Account” (other than any Excluded Account), it shall cause the depositary institution maintaining such account to enter into an a deposit account control agreement substantially in the form of Exhibit D heretohereto (with only such changes as may be approved by Collateral Agent), pursuant to which, subject to the Intercreditor Agreement, the which Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “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 Controlled Deposit Accounts (other than any Excluded Account) that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts (other than any Excluded Account) that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i1) With respect to any 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 agreement substantially in the form of Exhibit Annex C hereto pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Joint Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a "Deposit Account which is not a Store Account," subject to the next sentence hereof, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit Annex D hereto, pursuant to which, subject to which the Intercreditor Agreement, the Joint Collateral Agent shall have “both sole dominion and control over such Deposit Account (within the meaning of the common law) and "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, Accounts or Securities Entitlements or Controlled Deposit Accounts that exist on the Closing Date, as (ii) the Asset Sale Proceeds Account within thirty (30) days of or prior to the Closing Date and (iiiii) any Securities Accounts, Accounts or Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any 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 agreement substantially a securities account control agreement, in the form of Exhibit C hereto and substance reasonably satisfactory to Collateral Agent, pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a Deposit Account which is not a Store Account(other than Excluded Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially a deposit account control agreement, in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which, subject to the Intercreditor Agreement, the which Collateral Agent shall have WEIL:\96958198\8\71605.0155 “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 Controlled Deposit Accounts (other than Excluded Accounts) that exist on the Closing Date, within fifteen (15) days of request by the Collateral Agent (or such later date as of or prior to the Closing Date Collateral Agent may agree in its sole discretion) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts (other than Excluded Accounts) that are created or acquired after the Closing 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 Controlled Deposit Accounts.

Delivery and Control. (i) With respect to any Investment Related Property (other than the Cash Collateral Accounts) consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account which is not a Store 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 heretohereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which, subject to the Intercreditor Agreement, 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 or the Second Lien Collateral Agent pursuant to and in accordance with the Second 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 Controlled Deposit Accounts that exist on the Closing Effective Date, as of or prior to the Closing Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing 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 Controlled Deposit Accounts.;

Delivery and Control. (i) With respect to any 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 agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree, subject to the Intercreditor Agreement, agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With Grantor with respect to any Investment Related Property that is a “Deposit Account which is not a Store Account, ,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which, subject to the Intercreditor Agreement, which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “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 Controlled Deposit Accounts that exist on the Closing Credit Date, as of or prior to the Closing Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Closing Credit 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 Controlled Deposit Accounts.