Common use of Delivery and Other Perfection Clause in Contracts

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate. As to all other Collateral, such Obligor shall cause the same to be Delivered within three Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility), (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof (A) no later than the date on which the Borrower delivers its first Borrowing Request (as defined in the Term Loan Credit Agreement) in the case of any such Portfolio Investment or Collateral owned on or prior to the Closing Date and within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything date hereof, provided, however, that with respect to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate Portfolio Investment held by the Custodian is destroyed or lost not Borrower prior to the Initial Funding Date (as a result of any action of defined in the BorrowerRevolving Credit Agreement) that are Bank Loans, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge of any shall have one hundred twenty (120) days after the date hereof to deliver the promissory notes evidencing such destroyed or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts to obtain from the underlying borrower, and deliver Portfolio Investments to the Custodian, a replacement instrument, promissory note, agreement, document or certificate. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) 60 days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate then the Borrower shall be deemed held by use commercially reasonable efforts from the Custodian and Delivered for all purposes hereunder, provided that, date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate. As to all other Collateral, such Obligor shall cause the same to be Delivered within three five (5) Business Days of the acquisition thereof, ; provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth thereinExcluded Accounts, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)calculation of Total Portfolio Value, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(26.01(a)(2) does not at any time exceed $75,000; and provided further provided, further, that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). Any financing statement or amendment filed by the Collateral Agent may describe the Collateral in the same manner as described in this Agreement, or may contain a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets”, “all personal property” or “all assets other than Excluded Assets”, whether now owned or hereafter acquired and wherever located. In addition, and without limiting the generality of the foregoingforegoing (but subject to the limitations therein), each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then: (a) in the case of any Investment in Indebtedness which requires delivery of a promissory note as described in Schedule 1.01(d)(21) of the Credit Agreement, any if such destroyed or lost document is an original promissory note registered in name of an Obligor, such instrument, original promissory note, agreement, document or certificate note shall be deemed held by constitute an “Undelivered Note” and the Custodian and Delivered for all purposes hereunder, provided that, Borrower shall have up to 20 Business Days from the date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, Custodian a replacement promissory note; and (b) in the case of any other Indebtedness, if such destroyed instrument or document is an original or copy of a transfer document or instrument, promissory note, agreement, document the Borrower shall have up to 20 Business Days from the date when the Borrower has knowledge of such loss or certificatedestruction to deliver to the Custodian a replacement instrument or document. As to all other Collateral, such Obligor shall cause the same to be Delivered within three Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoingforegoing (but subject to the limitations therein), each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then: (a) in the case of any Investment in Indebtedness other than a Noteless Assigned Loan, any if such destroyed or lost document is an original promissory note registered in name of an Obligor, such instrument, original promissory note, agreement, document or certificate note shall be deemed held by constitute an “Undelivered Note” and the Custodian and Delivered for all purposes hereunder, provided that, Borrower shall have up to 20 Business Days from the date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, Custodian a replacement instrumentpromissory note and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Facility; provided, promissory notethat during such 20 Business Day period, agreementthe limitations under Section (1)(a)(i) and (ii) of Schedule 1.01(d) to the Revolving Credit Facility shall apply; and (b) in the case of any Noteless Assigned Loans, if such destroyed instrument or document is an original transfer document or certificateinstrument relating to such Noteless Assigned Loan, the Borrower shall have up to 20 Business Days from the date when the Borrower has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Facility. As to all other Collateral, such Obligor shall cause the same to be Delivered within three Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Credit Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof (A) no later than the date on which the Borrower delivers its first Borrowing Request (as defined in the Credit Agreement) to the Administrative Agent in the case of any such Portfolio Investment or Collateral owned on or prior to the Effective Date and (B) within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate. As to all other Collateral, such Obligor shall cause the same to be Delivered within three Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, Investment whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (1060) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate then then the Borrower shall be deemed held by have up to 20 Business Days from the Custodian and Delivered for all purposes hereunder, provided that, date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate. As to all other Collateral, such Obligor shall cause the same to be Delivered within three five (5) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (EF) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoingforegoing (but subject to the limitations therein), each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then: (a) in the case of any Investment in Indebtedness which requires delivery of a promissory note as described in Schedule 1.01(d)(21) of the Credit Agreement, any if such destroyed or lost document is an original promissory note registered in name of an Obligor, such instrument, original promissory note, agreement, document note shall constitute an “Undelivered Note” and the Borrower shall have up to 20 Business Days (or certificate shall such longer period as may be deemed held agreed to by the Custodian and Delivered for all purposes hereunder, provided that, Administrative Agent in its sole discretion) from the date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, Custodian a replacement promissory note; and (b) in the case of any other Indebtedness, if such destroyed instrument or document is an original or copy of a transfer document or instrument, promissory note, agreement, document the Borrower shall have up to 20 Business Days (or certificatesuch longer period as may be agreed to by the Administrative Agent in its sole discretion) from the date when the Borrower has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document. As to all other Collateral, such Obligor shall cause the same to be Delivered within three three5 Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (EEF) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoingforegoing (but subject to the limitations therein), each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof on or prior to the Original Effective Date and within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Original Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by then (i) in the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge case of any Investment in Indebtedness other than a Noteless Assigned Loan, if such destroyed or lost instrumentdocument is an original promissory note registered in the name of an Obligor, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts the Borrower shall have up to obtain ten (10) days from the underlying borrower, and date when any Obligor has knowledge of such loss or destruction to deliver to the Custodian, Custodian a replacement instrumentpromissory note and comply with the requirements of paragraph (1)(a) of Schedule 1.01(d) to the Revolving Credit Agreement; and (ii) in the case of any Noteless Assigned Loans, promissory note, agreement, if such destroyed instrument or document is an original transfer document or certificateinstrument relating to such Noteless Assigned Loan, the Borrower shall have up to ten (10) days from the date when any Obligor has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of paragraph (1)(b) of Schedule 1.01(d) to the Revolving Credit Agreement. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of all such assets collectively described in this Section 7.01(a)(2) does not at any time exceed $75,00075,000 and (3) Uncertificated Securities so long as (x) such Uncertificated Securities are not included in the Borrowing Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such Uncertificated Securities and no other Person exercises Control over such Uncertificated Securities and such Uncertificated Securities have not been otherwise “Delivered” to any other Person and (z) such Uncertificated Securities did not become Uncertificated Securities in contemplation of the Delivery requirements under this Agreement; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of or as may be reasonably requested by the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof on or prior to the Restatement Effective Date and within ten (10) days Business Days, after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Restatement Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by : (i) in the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge case of any Investment in Indebtedness other than a Noteless Assigned Loan, if such destroyed or lost instrumentdocument is an original promissory note registered in the name of an Obligor, such original promissory note, agreement, document or certificate, it uses all commercially reasonable efforts note shall constitute an “Undelivered Note” and the Borrower shall have up to obtain twenty (20) Business Days from the underlying borrower, and date when any Xxxxxxxxxx Party has knowledge of such loss or destruction to deliver to the Custodian, Custodian a replacement instrumentpromissory note and comply with the requirements of paragraph (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Agreement; provided, promissory notethat during such twenty (20) Business Day period the limitations under paragraph (1)(a)(i) and (ii) of Schedule 1.01(d) to the Revolving Credit Agreement shall apply; and (ii) in the case of any Noteless Assigned Loans, agreement, if such destroyed instrument or document is an original transfer document or certificateinstrument relating to such Noteless Assigned Loan, the Borrower shall have up to twenty (20) Business Days from the date when any Xxxxxxxxxx Party has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of paragraph (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Agreement. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – and (EB) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of all such assets collectively described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:any

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof on or prior to the Effective Date and within ten (10) days Business Days, after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then, any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by : (i) in the Custodian and Delivered for all purposes hereunder, provided that, when the Borrower has actual knowledge case of any Investment in Indebtedness other than a Noteless Assigned Loan, if such destroyed or lost instrumentdocument is an original promissory note registered in the name of an Obligor, such original promissory note, agreement, document or certificate, it uses all commercially reasonable efforts note shall constitute an “Undelivered Note” and the Borrower shall have up to obtain twenty (20) Business Days from the underlying borrower, and date when any Xxxxxxxxxx Party has knowledge of such loss or destruction to deliver to the Custodian, Custodian a replacement instrumentpromissory note and comply with the requirements of paragraph (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Agreement; provided, promissory notethat during such twenty (20) Business Day period the limitations under paragraph (1)(a)(i) and (ii) of Schedule 1.01(d) to the Revolving Credit Agreement shall apply; and (ii) in the case of any Noteless Assigned Loans, agreement, if such destroyed instrument or document is an original transfer document or certificateinstrument relating to such Noteless Assigned Loan, the Borrower shall have up to twenty (20) Business Days from the date when any Xxxxxxxxxx Party has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of paragraph (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Agreement. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – and (EB) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of all such assets collectively described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of or as may be reasonably requested by the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

Delivery and Other Perfection. (a) With respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then: (a) in the case of any Investment in Indebtedness other than a noteless Bank Loan, any if such destroyed or lost document is an original promissory note registered in name of an Obligor, such instrument, original promissory note, agreement, document or certificate note shall be deemed held by constitute an “Undelivered Note” and the Custodian and Delivered for all purposes hereunder, provided that, Borrower shall have up to 20 Business Days from the date when the Borrower has actual knowledge of any such destroyed loss or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts destruction to obtain from the underlying borrower, and deliver to the Custodian, Custodian a replacement instrumentpromissory note and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Facility; provided, promissory notethat during such 20 Business Day period, agreementthe limitations under Section (1)(a)(i) and (ii) of Schedule 1.01(d) to the Revolving Credit Facility shall apply; and (b) in the case of any noteless Bank Loan, if such destroyed instrument or document is an original transfer document or certificateinstrument relating to such noteless Bank Loan, the Borrower shall have up to 20 Business Days from the date when the Borrower has knowledge of such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d) to the Revolving Credit Facility. As to all other Collateral, such Obligor shall cause the same to be Delivered within three (3) Business Days of the acquisition thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A) – (E) of Section 7.06 to the extent set forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base (as defined in the Revolving Credit Facility)Base, (y) the Collateral Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility or Term Loan Facility, as applicable, whether or not such clause (h) has been complied with). In addition, and without limiting the generality of the foregoing, each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall: