Common use of Delivery and Control of Security Collateral Clause in Contracts

Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests that such Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During The Agent shall have the continuation right, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, (ii) the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of a Subsidiarysuch Grantor, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of DefaultDefault has occurred and is continuing. Furthermore, with respect to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests that such Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an time when no Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt Default has occurred and is subject to the security interest granted hereundercontinuing.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests Equity and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries Pledged Debt in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) 2,000,000 shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During Upon the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (iA) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (iiB) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iiiC) convert Financial Assets Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral Collateral, consisting of Financial Assets financial assets held directly by the Administrative Collateral Agent, and to convert Financial Assets Security Collateral consisting of financial assets held directly by the Administrative Collateral Agent to Security Collateral Collateral, consisting of Financial Assets financial assets credited to any Securities Account. (b) Promptly Upon the occurrence and during the continuation of an Event of Default, promptly upon the reasonable request of the Administrative Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor will cause the issuer thereof either (i) to register the Administrative Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Collateral Agent. During Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Interests Equity and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdingsthe Pledged Debt (excluding, the Borrower or any unless an Event of its Subsidiaries Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $7,500,000 (the “Pledged Debt” and1,000,000), together with the Pledged Interests, the “Security Collateral”) shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of Financial Assets financial assets held directly by the Administrative Collateral Agent, and to convert Financial Assets Security Collateral consisting of financial assets held directly by the Administrative Collateral Agent to Security Collateral consisting of Financial Assets financial assets credited to any Securities Account. (b) Promptly upon Each Grantor acknowledges and agrees that (i) to the reasonable request extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the Administrative AgentUCC and is governed by Article 8 of the UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor will cause promptly notify the issuer Collateral Agent thereof either (i) and, at the Collateral Agent’s request and option, pursuant to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated securityinterest, promptly upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Interests Security Collateral that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (cd) During Except as otherwise set forth herein, if any amount payable under or in connection with any of the continuation Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of DefaultDefault has occurred and is continuing, promptly upon the request Grantors shall not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunderCollateral not so delivered does not exceed $1,000,000.

Delivery and Control of Security Collateral. (ia) All certificates certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower Pledged Debt individually or any of its Subsidiaries in an aggregate principal amount together with all other such Pledged Debt in excess of $7,500,000 10,000,000 (other than any short-term intercompany current liabilities incurred in the “Pledged Debt” and, together ordinary course of business and consistent with past practice in connection with the Pledged Interests, cash management operations of the “Security Collateral”Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, the Administrative Collateral Agent shall have the right, right at any time time, in its discretion and without notice to any Grantor, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Administrative Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon During the reasonable request continuation of an Event of Default and after the Administrative AgentCollateral Agent has given notice to the applicable Grantor of its intent to exercise remedies, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes (i) is a certificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each issuer thereof that such Pledged Interests are subject to the security interests granted hereunder or (ii) is an uncertificated security security, promptly upon the request of a Subsidiarythe Collateral Agent, such Grantor will cause the issuer thereof (or, in the case of a non-wholly owned issuer, use commercially reasonable efforts to cause the issuer thereof) either (iA) to register the Administrative Collateral Agent as the registered owner of such security or (iiB) to agree in an authenticated record with such Grantor and the Administrative Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Collateral Agent. (c) Each Grantor agrees that to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. During the continuation of an Event of Default, Each Grantor further acknowledges and agrees that with respect to any Security Collateral interest in which any limited liability company or limited partnership controlled now or in the future by such Grantor has any right, title or interest and pledged hereunder that is not an uncertificated a “security, promptly upon ” within the request meaning of Article 8 of the Administrative AgentUCC, such Grantor will notify each shall at no time elect to treat any such issuer interest as a “security” within the meaning of Pledged Interests that Article 8 of the UCC, nor shall such Pledged Interests is subject interest be represented by a certificate, unless such Grantor provides written notification to the security Collateral Agent of such election and such interest granted hereunderis thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to and in accordance with the terms hereof. (cd) During the continuation of an Event of DefaultDefault and after the Collateral Agent has given notice to the applicable Grantor of its intent to exercise remedies, promptly upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests Equity and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries Pledged Debt in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) 2,000,000 shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of DefaultDefault and subject to Section 4(c), the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a10(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly During the continuation of an Event of Default and subject to Section 4(c), promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a SubsidiaryUncertificated Security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security Security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security Security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of DefaultDefault and subject to Section 4(c), with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated securityUncertificated Security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Nothing in Sections 4(a) or 4(b) shall be construed to require any Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunderenter into any control agreement with respect to any Deposit Account or Securities Account.

Delivery and Control of Security Collateral. Subject to any Intercreditor Agreement: (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 Security Collateral (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”if certificated) shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the principal amount of such Pledged Debt is less than $1,000,000. During After the continuation occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice right to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security that is at any time subject to Article 8 of the UCC and is not held in a SubsidiarySecurities Account, the relevant Grantor will cause, to the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor will cause to execute and deliver to the issuer thereof either (i) to register Collateral Agent an acknowledgment of the Administrative Agent as the registered owner pledge of such security or (ii) to agree Security Collateral in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in a form and substance that is reasonably satisfactory to the Administrative Agent. During Borrower and the continuation Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such each Grantor will notify each such issuer of Pledged Interests Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Interests Securities Collateral is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent; provided however, that each Grantor shall not be required to so deliver any such certificate issued by any issuer of Pledged Shares which is organized under the laws of Mexico until June 30, 2000. During the continuation of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion during the continuation of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Event of Default and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a15(a). In addition, (ii) the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record agreement to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with . (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agentconstitutes a security entitlement, such Grantor will notify each cause the securities intermediary with respect to such issuer security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of Pledged Interests such security entitlement against such securities intermediary or (ii) to comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Administrative Agent. (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Administrative Agent that such Pledged Interests commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Administrative Agent. (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is subject credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During The Agent shall have the continuation right, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, (ii) the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiaryand is issued to such Grantor or its nominee directly, such Grantor will shall notify the Agent immediately and at the Agent’s request and option, cause the issuer thereof either (i) to register the Administrative Agent as the registered owner owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During If any Security Collateral, whether certificated or uncertificated, is now or hereafter acquired by any Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the continuation Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such investment property, with such Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of DefaultDefault has occurred and is continuing. Furthermore, with respect to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests that such Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an time when no Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt Default has occurred and is subject to the security interest granted hereundercontinuing.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount Security Collateral in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) 2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During Upon the continuation occurrence and during the continuance of an Event of DefaultDefault and pursuant to Section 8.02 of the Credit Agreement, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantortime, to (i) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Pledgor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Pledgor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Pledgor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Pledgor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a8(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security the Collateral for certificates or instruments Agent shall have the right upon the occurrence and during the continuance of smaller or larger denominations, and (iii) an Event of Default to convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets financial assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Collateral Agent to Security Collateral consisting of Financial Assets financial assets credited to any one or more of the applicable Securities Accounts or the Collateral Account. (bd) Promptly upon Upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest Agent upon the occurrence and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause during the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation continuance of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor each Pledgor will notify each such issuer of Pledged Interests Security Collateral granted by it hereunder that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates or instruments, if any, representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During Upon the continuation occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a15(a). In addition, (ii) upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon Upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, Security Collateral (other than the Borrower certificates or any instruments representing or evidencing Security Collateral identified in Schedule II as being located outside of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”United States) shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Collateral Agent that, upon notice from the Collateral Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Administrative Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative AgentCollateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During Upon the continuation request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantorthe Pledgor, to (i) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a7(a). In addition, (ii) the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.. American Airlines - AMR Pledge Agreement (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor the Pledgor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor the Pledgor will cause the issuer thereof either (i) to register the Administrative Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor the Pledgor and the Administrative Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Collateral Agent without further consent of such Grantorthe Pledgor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Collateral Agent. During the continuation of an Event of Default, with . (c) With respect to any Security Collateral in which any Grantor the Pledgor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative AgentCollateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor the Pledgor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative The Agent shall have the right, at any time in its discretion while an Event of Default is continuing and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, (ii) the Agent shall have the right, at any time while an Event of Default is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security security, upon the request of a Subsidiarythe Agent during an Event of Default, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with . (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative AgentAgent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided, that so long as no Event of Default has occurred and is continuing, no Grantor shall be required to deliver instruments representing or evidencing Pledged Debt if the amount of such Pledged Debt is $500,000 or less. During Upon the continuation occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral that constitutes an uncertificated security, promptly upon the request of the Collateral Agent, the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) The Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (bd) Promptly upon Upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest Agent following the occurrence and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause during the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation continuance of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such each Grantor will notify each such issuer of Pledged Interests Security Collateral granted by it hereunder that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During The Agent shall have the continuation right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral that constitutes an Event of Defaultuncertificated security, the Administrative relevant Grantor will cause the issuer thereof, at the reasonable request of the Agent, either (i) to register the Agent as the registered owner of such security or (ii) to agree with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) With respect to the Securities Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, the relevant Grantor, at the reasonable request of the Agent, will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (a “Securities Account Control Agreement”. (d) The Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a12(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (be) Promptly upon Upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such each Grantor will notify each such issuer of Pledged Interests Security Collateral granted by it hereunder that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. Subject to Section 6.12(d) of the Credit Agreement, (a) (i) All certificates representing or evidencing the Pledged Interests Equity and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdingsthe Pledged Debt (excluding, the Borrower or any unless an Event of its Subsidiaries Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $7,500,000 (the “Pledged Debt” and2,500,000), together with the Pledged Interests, the “Security Collateral”) shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent; provided that, unless an Event of Default shall have occurred and be continuing, with respect to intercompany indebtedness to the extent evidenced by the Intercompany Note and no other Instruments, the Grantors shall only be required to deliver possession of the Intercompany Note with respect to such indebtedness. During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of Financial Assets financial assets held directly by the Administrative Agent, and to convert Financial Assets Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets financial assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor will promptly notify the Administrative Agent thereof and, (i) if so requested by the Administrative Agent with respect to any such Security Collateral (which request shall only be made with respect to Security Collateral as to which the actions described in this Section 4(b) have not been taken to the extent that the aggregate value thereof is in excess of $1,000,000 or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Administrative Agent, cause the issuer thereof either (ix) to register the Administrative Agent as the registered owner of such security or (iiy) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated securityinterest, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests Security Collateral that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (c) During Except as otherwise set forth herein, if any amount payable under or in connection with any of the continuation Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Administrative Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of an Event of Defaultthe Secured Parties pursuant to the Intercreditor Agreement), promptly upon the request of duly endorsed in a manner satisfactory to the Administrative Agent, such Grantor will notify each such issuer to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Pledged Debt that such Pledged Debt Default has occurred and is subject continuing, the Grantors shall not be required to deliver the same pursuant to this clause (c) to the security interest granted hereunderextent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by HoldingsSecurity Collateral (other than, except upon the Borrower or any request of its Subsidiaries the Agent after the occurrence and during the continuance of an Event of Default, Pledged Debt in an aggregate a principal amount not in excess of $7,500,000 (10,000 individually and $1,000,000 in the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”aggregate) shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During The Agent shall have the continuation right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will, upon the occurrence and during the continuance of an Event of Default, at the Administrative request of the Agent, cause the issuer thereof either (i) to register the Agent, for the benefit of the Secured Parties, as the registered owner of such security or (ii) to agree with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) With respect to any Securities Account, the Collateral Account and Security Collateral that constitutes a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, the relevant Grantor will, upon the occurrence and during the continuance of an Event of Default, at the request of the Agent, cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Agent, for the benefit of the Secured Parties, as the entitlement holder thereof or (ii) to agree with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (a “Securities Account Control Agreement”). (d) The Agent shall have the right, at any time following the occurrence and during the continuance of an Event of Default, in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a14(a). In addition, (ii) exchange certificates or instruments representing or evidencing the Agent shall have the right following the occurrence and during the continuance of an Event of Default to convert Security Collateral for certificates or instruments consisting of smaller or larger denominations, and (iii) convert Financial Assets financial assets credited to any the Securities Accounts or the Collateral Account to Security Collateral consisting of Financial Assets financial assets held directly by the Administrative Agent, and to convert Financial Assets Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets financial assets credited to any the Securities Accounts or the Collateral Account. (be) Promptly upon Upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest Agent following the occurrence and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause during the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation continuance of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such each Grantor will notify each such issuer of Pledged Interests Security Collateral granted by it hereunder that such Pledged Interests Security Collateral is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) As and to the extent required pursuant to Sections 6.12(a), 6.14 and 6.16 of the Credit Agreement, (i) All all certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Interests that such Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative AgentPledgee. During the continuation of an Event of DefaultThe Pledgee, the Administrative Agent or its agent, shall have the right, at any time in its discretion and without notice to any Grantorthe Pledgor, to (i) transfer to or to register in the name of the Administrative Agent Pledgee, its agent, or any of its nominees any or all of the Security Collateral, subject only to the revocable rights of the Pledgor specified in Section 11(a8(a). In addition, upon the occurrence and during the continuance of an Event of Default under the 2005 Pledge Agreement (in each case, a “Specified Event of Default”), (ii) the Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor the Pledgor has any right, title or interest and that constitutes an uncertificated security of a Subsidiarysecurity, such Grantor the Pledgor will cause the issuer thereof either (i) to register the Administrative Agent Pledgee, or its nominee or agent, as the registered owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record with such Grantor the Pledgor and the Administrative Agent Pledgee that such issuer will comply with instructions with respect to such security originated by the Administrative Agent Pledgee without further consent of such Grantorthe Pledgor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative AgentPledgee. During the continuation of an Event of Default, with With respect to any Security Collateral Pledged Equity in which any Grantor the Pledgor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor Pledgor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (i) a. All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative The Agent shall have the right, at any time in its discretion while an Event of Default is continuing and without notice to any GrantorPledgor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a9(a). In addition, (ii) the Agent shall have the right, at any time while an Event of Default is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (ba) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that constitutes an uncertificated security security, upon the request of a Subsidiarythe Agent during an Event of Default, such Grantor Pledgor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor Pledgor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such GrantorPledgor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with . (b) With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative AgentAgent upon the occurrence and during the continuance of an Event of Default, such Grantor Pledgor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral”) Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, the Administrative The Agent shall have the right, at any time in its discretion while an Event of Default is continuing and without notice to any GrantorPledgor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a9(a). In addition, (ii) the Agent shall have the right, at any time while an Event of Default is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) Promptly upon the reasonable request of the Administrative Agent, with With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that constitutes an uncertificated security security, upon the request of a Subsidiarythe Agent during an Event of Default, such Grantor Pledgor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor Pledgor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such GrantorPledgor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. During the continuation of an Event of Default, with . (c) With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative AgentAgent upon the occurrence and during the continuance of an Event of Default, such Grantor Pledgor will notify each such issuer of Pledged Interests Equity that such Pledged Interests Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.