Common use of Delivery and Control Clause in Contracts

Delivery and Control. Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Date and with respect to any Collateral Investment Related Property hereafter acquired by Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Credit Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon after acquiring rights thereintherein (or as otherwise would comply with Section 5.10 of the Credit Agreement), in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.4(b) on or before the Completion Credit Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.4(b) promptly within thirty (in any event no later than 15 30) days thereafter) upon of acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Collateral 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 cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Credit Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property having a value in excess of $100,000 that is represented by a certificate or that is an “"instrument” " (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC. With respect to any Collateral Investment Related Property having a value in excess of $100,000 that is an “"uncertificated security” " for purposes of the UCC (other than any “"uncertificated securities” " credited to a Securities Account), it shall use its commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply has complied with the provisions of this Section 4.4.1(b4(b)(iii)(B) on or before the Completion Date date hereof and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4(b)(iii)(B) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate certificate constitutes a “certificated security” " for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. Without limiting the foregoing, promptly upon acquisition of UAE II, MSW Energy II shall deliver to the Collateral Agent certificates evidencing the capital stock of UAE II.

Delivery and Control. (i) Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.4.5(b) on or before the Completion Representation Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.4.5(b) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCCUCC subject to the limits set forth in Section 2.2(c) hereof. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security AgentAnnex III, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by Grantorsuch Grantor subject to the limits set forth in Section 2.2(c) hereof.

Delivery and Control. Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Date date hereof and with respect to any Collateral Investment Related Property hereafter acquired by Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Credit Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly within (in any event no later than 15 days thereafter5) Business Days upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security First Lien Collateral Agent (or the Collateral Agent if there has been a Discharge of the First Lien Obligations or as expressly provided in the proviso in clause (ii) of Section 3.1(a)(1) of the Intercreditor Agreement) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral Investment Related Property that is an “uncertificated WEIL:\96958198\8\71605.0155 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities control agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before in accordance with the Completion Date timeline established by Section 5.15 of the Credit Agreement and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 8107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an uncertificated securities control agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor; and (ii) with respect to any Investment Related Property, no Grantor shall permit Article 8 of the UCC to govern the Investment Related Property and shall not permit the Investment Related Property to be certificated or otherwise evidenced by a “security certificate” (as defined in Article 8 of the UCC), unless, in each case, such Grantor complies with the applicable provisions of this Section 4.4.1.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.04(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.04(b) promptly (in any event no later than 15 days thereafter) upon after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security First Lien Collateral Agent 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 Collateral 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 cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Security Collateral 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 hereto or such other form as shall be reasonably acceptable to the Security AgentCollateral 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 Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Issue Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) Account or any item of Other Intercompany Debt), it shall cause such certificate or instrument to be delivered to the Security Collateral 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 Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided that the foregoing requirements shall not apply to any issuer that is a Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall promptly comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral Investment Related Property that is an “uncertificated security” for purposes of the UCC issued by an issuer organized under the laws of the U.S. or any state thereof (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. (i) Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Closing Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (promptly, but in any event no later than 15 days thereafterwithin three (3) Business Days, upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Collateral Investment Related Property credited to a Securities AccountAccount which is subject to a valid Securities Account Control Agreement) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “"certificated security” " for purposes of the UCC, and shall, at the request of the Collateral Agent, cause the issuer of such Investment Related Property to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an a control agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Date date hereof and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Completion Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly (in any event no later than 15 days thereafter) upon acquiring rights therein, in each case in form and substance satisfactory to the Security Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Agent, pursuant to which such issuer agrees to comply with the Security Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply has complied with the provisions of this Section 4.4.1(b4(b)(iii)(B) on or before the Completion Date date hereof and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4(b)(iii)(B) promptly (in any event no later than 15 days thereafter) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “"instrument” " (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC), regardless of whether such certificate certificate constitutes a “certificated security” " for purposes of the UCC. With respect to any Collateral 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 (i) register the Security Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be and substance reasonably acceptable satisfactory to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s 's instructions with respect to such uncertificated security without further consent by such Grantor. Without limiting the foregoing, promptly upon acquisition of each of Xxxx Xxxxxx and Xxxx Erie, MSW Holdings shall deliver to the Collateral Agent certificates evidencing the membership interests of each of Xxxx Xxxxxx and Duke Erie.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.4(b) on or before the Completion Closing Date (or such other time period as specified in the Credit Agreement) and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.4(b) promptly (in any event no later than 15 days thereafter) upon the next Quarterly Reporting Date after acquiring rights therein, in each case in form and substance reasonably satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Collateral 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 (other than an Immaterial Subsidiary), and shall use commercially reasonable efforts to either (i) register cause any issuer of such uncertificated security which is not a Subsidiary, upon request by the Security Agent as the registered owner thereof on the books and records of the issuer or (ii) Collateral Agent, execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable to the Security Collateral Agent, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

Delivery and Control. Grantor agrees that Each of the Grantors agree that, with respect to any Collateral Investment Related Property constituting Collateral in which it currently has rights rights, it shall comply with the provisions of this Section 4.4.1(b) 4.04 on or before the Completion Closing Date and with respect to any Collateral Investment Related Property constituting Collateral hereafter acquired by the Grantor it shall comply with the provisions of this Section 4.4.1(b4.04 within ten (10) promptly (in any event no later than 15 days thereafter) upon of acquiring rights therein, in each case in form and substance satisfactory to the Security AgentGrantee. With respect to any Collateral Investment Related Property constituting Collateral that is represented by a certificate or that is an “instrument” Instrument (other than any Collateral Investment Related Property credited to a Securities Account) ), upon the reasonable request of Grantee, it shall promptly cause such certificate or instrument to be delivered to the Security AgentGrantee or, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC)Effective Endorsement, regardless of whether such certificate constitutes a “certificated security” for purposes of the UCCCertificated Security. With respect to any Collateral Investment Related Property constituting Collateral that is an “uncertificated security” for purposes of the UCC Uncertificated Security (other than any “uncertificated securities” Uncertificated Securities credited to a Securities Account), it shall shall, upon the reasonable request of Grantee, promptly cause the issuer of such uncertificated security Uncertificated Security to either (i) register the Security Agent Grantee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto or such other form as shall be reasonably acceptable and substance satisfactory to the Security AgentGrantee, pursuant to which such issuer agrees to comply with the Security AgentGrantee’s instructions with respect to such uncertificated security Uncertificated Security without further consent by the Grantor.

Delivery and Control. (i) Each Grantor agrees that with respect to any Collateral Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b4.4(b) on or before the Completion Credit Date and with respect to any Collateral Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b4.4(b) promptly (in any event no later than 15 days thereafter) upon the next Quarterly Reporting Date after acquiring rights therein, in each case in form and substance satisfactory to the Security Collateral Agent. With respect to any Collateral Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Collateral Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Security Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a PLEDGE AND SECURITY AGREEMENT EXECUTION “certificated security” for purposes of the UCC. With respect to any Collateral 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 cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Security Collateral 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 or such other form as shall be reasonably acceptable to the Security Agenthereto, pursuant to which such issuer agrees to comply with the Security Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.