Common use of Delivery and Registration of Collateral Clause in Contracts

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement endorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgordiscretion, to transfer to or to register on the books of the Issuers Borrower (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediatelyuse its best efforts to, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral Upon an Event of Default, any funds (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor indorsements and applied in accordance with Section 4 and used in the ordinary course of Pledgor’s business4(c) hereof. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall use its best efforts to immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All original certificates or instruments representing or evidencing the Collateral shall be promptly delivered held by Intrust Bank, N.A. Intrust Bank, N.A. is instructed by Pledgor to Secured Party not release such certificates or instruments to any Person without the written consent of Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by , except for the purpose of foreclosing the security interest of Intrust Bank, N.A. in such certificates or on behalf instruments. Intrust Bank, N.A. acknowledges the right of Secured Party Party, pursuant heretoto this Agreement, and to receive delivery of any certificates or instruments or Proceeds after the obligations of Pledgor to Intrust Bank, N.A. have been satisfied. (b) Pledgor shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed execute the indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (bc) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. , subject to the consent of Intrust Bank, N.A. In addition, Secured Party Party, with the consent of Intrust Bank, N.A., shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (cd) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Intrust Bank, N.A. or Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. (de) Any Subject to the rights of Intrust Bank, N.A., any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (ef) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) a. All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party Party, for the benefit of the Lender Group, or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party Party, for the benefit of the Lender Group, pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) b. Upon the occurrence and during the continuance of an Event of Default, Secured Party Party, for the benefit of the Lender Group, shall have the right, at any time in its discretion and without notice to Pledgor, except to the extent required by applicable law, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) c. If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 Section 9313 of the Code UCC or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) d. Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, for the benefit of the Lender Group, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Financing Agreement, may be retained by Pledgor in accordance with Section 4 of this Agreement and used in the ordinary course of Pledgor’s 's business. (e) e. If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, for the benefit of the Lender Group, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/ instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgment that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law laws governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgment shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or or, with respect to Equity Interests in Right Away Management Corporation and The Wornick Company Right Away Division, shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A and Exhibit B or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of a Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person person or entity other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided provided, that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s 's business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All 3.1 With the exception of 40% of the shares of stock of Paragon, upon execution of this Agreement, all certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) 3.2 Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) 3.3 If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) 3.4 Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 Error! Reference source not found. and used in the ordinary course of Pledgor’s business. (e) 3.5 If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”") (except as may be the result of actions taken by Secured Party), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9(S)(S)8-313 and 8-321 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s 's --------- business. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be delivered promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement endorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral Equity Interests (including any certificate or instrument representing or evidencing any CollateralEquity Interests) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral Equity Interests to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the such Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) Proceeds that constitute Equity Interests that are at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor Party and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions any other Proceeds received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of --------- transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party Party, Secured Party’s designee pursuant hereto or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/ instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest Security Interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgment that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law laws governing the perfection of Secured Party’s security interest Security Interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgment shall be in form and substance satisfactory to Secured Party. (d) Any Subject to the provisions in Section 4 hereof, any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest Security Interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s its designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance reasonably satisfactory to Secured Party, regardless of whether such certificate constitutes a “certificated security” for purposes of the Code. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Company (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law. (f) In the event that any Collateral which are not securities (for purposes of the Code) on the date hereof become treated as securities for purposes of the Code, the Pledgor shall promptly take all steps necessary or advisable to establish Secured Party’s “control” of such Collateral, as applicable.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Pledged Collateral or Future Rights shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, If at any time and from time to time, time any Collateral (including but not limited to any certificate or instrument representing or evidencing any Collateral) is uncertificated or in the possession or control of a Person (including a securities intermediary) other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant Collateral and to Sections 9-106 & 9-313 cause Secured Party to have "control" of the Code Collateral consisting of securities, security entitlements, or other financial assets within the meaning of Section 8106 of the UCC or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any Except to the extent Pledgor is entitled to receive and retain the Permitted Dividends pursuant to Section 5(a) hereof, any and all Collateral (including without limitation dividends, interest, interest and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust as trustee for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.segregated

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 Section 9115 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided PROVIDED that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by Pledgor in accordance with Section SECTION 4 and used in the ordinary course of Pledgor’s 's business. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral Pledged Interests shall be promptly delivered by Pledgor to Secured Party Parties or Secured Party’s their designee pursuant hereto at a location designated by Secured Party Parties and shall be held by or on behalf of Secured Party Parties pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance reasonably satisfactory to Secured PartyParties, regardless of whether such certificate constitutes a "certificated security" for purposes of the Code. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party Parties shall have the right, at any time in its their discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers any Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party Parties or any of its their nominees any or all of the Collateral. In addition, Secured Party Parties shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party Parties or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s Parties' option, either cause such Collateral to be delivered into Secured Party’s Parties' possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured PartyParties, and take all other steps deemed necessary by Secured Party Parties to perfect the security interest of Secured Party Parties in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s Parties' security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured PartyParties, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party Parties in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s 's business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured PartyParties, or otherwise cause Secured Party’s Parties' security interest thereon to be perfected in accordance with applicable law. (f) In the event that any Collateral which are not securities (for purposes of the Code) on the date hereof become treated as securities for purposes of the Code, the Pledgor shall promptly take all steps necessary or advisable to establish Secured Parties' "control" of such Collateral, as applicable.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, Pledgor to transfer to or to register on the books of the Issuers issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance reasonably satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party; PROVIDED, HOWEVER, that the Earthlink Stock need not be delivered by Pledgor to Secured Party so long as the Earthlink Stock is subject to a Permitted Lien and is in the possession of the creditor having such Permitted Lien. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 ss.ss.9115 of the Code or other applicable law governing the perfection perfectIon of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided PROVIDED that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by Pledgor in accordance with Section SECTION 4 and used in the ordinary course of Pledgor’s 's business.; (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by the applicable Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Secured Party. (b) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right right, at any time after the occurrence and during the continuation of an Event of Default, to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or the applicable Pledgor (a “"Holder”"), then such Pledgor shall immediatelypromptly, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other reasonable steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 (S)(S) 8313 and 8321 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance reasonably satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by any Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of such Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by such Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by such Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business.4. --------- (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then the applicable Pledgor shall immediately promptly cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor the Pledgors to Secured Party or the Escrow Agent, as the Secured Party’s designee pursuant hereto at a location designated by 's sole and exclusive agent, who shall hold such certificates or instruments and the shares represented thereby for the sole and exclusive benefit of the Secured Party and shall be held by Party. Such certificates or on behalf of Secured Party pursuant hereto, and instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. (b) Upon In the occurrence and during event the continuance that Secured Party becomes entitled to payment pursuant to Section 10 of an Event of Defaultthe Stock Purchase Agreement, the Secured Party shall have the right, at any time in its discretion and without notice unilateral right to Pledgor, cause the Escrow Agent to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) Secured Party in the name of the Secured Party or any of its nominees any or all of the Collateral. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions, excluding cash) at any time received or held by Pledgor the Pledgors shall be so received or held in trust for the Secured Party, shall be segregated from other funds and property of the Pledgor and shall be forthwith delivered to Secured Party the Escrow Agent in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (ed) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor the Pledgors shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law. (e) The Escrow Agent may take any action, including without limitation the transfer of title and possession of the Collateral to MRV, not specified in this Agreement upon receipt by the Escrow Agent of MRV's instruction to deal with the situations relating to, including without limitation, any disputes among the parties in connection with the Stock Purchase Agreement and this Agreement or claims by any third party directly or indirectly, formally or informally, filed, occurred or made known to MRV or the Escrow Agent.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by each Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by any Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party Party, or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by the Pledgor, if and to the extent that they are not prohibited by the Loan Agreement may be retained by the Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s 's business. (e) If If, at any time, time and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or and other instruments and documents representing or evidencing the Collateral shall be promptly delivered by the Pledgor to the Secured Party or the Secured Party’s 's designee pursuant hereto at a location designated by the Secured Party and shall be held by or on behalf of the Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate certificates in the form attached hereto as Exhibit A 3(a) (in the case of Pledged Interests or Future Rights) or other instrument of transfer or assignment or indorsement in blank, in form and substance satisfactory to the Secured Party. (b) Upon Subject to Section 9(d), upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of the Secured Party or any of its nominees any or all of the CollateralCollateral consisting of Pledged Interests or Future Rights. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or other instrument or document representing or evidencing any Collateral) is in the possession of a Person other than the Secured Party or the Pledgor (a “an "Other Holder”"), then the Pledgor shall immediately, at the Secured Party’s 's option, either cause such Collateral to be delivered into the Secured Party’s 's possession, or cause such Other Holder to enter into a control agreement, in form and substance reasonably satisfactory to the Secured Party, and take all other steps deemed necessary by the Secured Party to perfect the security interest of the Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code UCC or other applicable law governing the perfection of the Secured Party’s 's security interest in the Collateral in the possession of such Other Holder. (d) Any and all Collateral (including dividends, interest, principal, and other distributions, whether in cash distributionsor other property) at any time received or held by the Pledgor shall be so received or held in trust for the Secured Party, shall be segregated from other funds and property of the Pledgor and shall be forthwith delivered to the Secured Party in the same form as so received or held, with any necessary indorsements; , provided that cash dividends payments, dividends, or distributions received by the Pledgor, may be retained by the Pledgor in accordance with Section 4 4(a) and used in the ordinary course of the Pledgor’s 's business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then the Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of the Secured Party, or otherwise cause the Secured Party’s 's security interest thereon to be perfected in accordance with applicable law. (f) Concurrently with the execution and delivery of this Agreement, the Pledgor shall deliver to the Secured Party an acknowledgment in the form attached hereto as Exhibit 3(f) (each an "Issuer Acknowledgement") duly executed by each Issuer.

Delivery and Registration of Collateral. (aA) All Upon receipt by Pledgor, all certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (bB) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Borrower (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (cC) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9ss.ss.8-313 and 8-321 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (dD) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s 's business. (eE) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by each Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or any Pledgor (a “"Holder”"), then the applicable Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 9115 of the Code or other applicable law governing the perfection perfectIon of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by any Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of such Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided PROVIDED that cash dividends or distributions received by such Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by such Pledgor in accordance with Section SECTION 4 and used in the ordinary course of Pledgor’s 's business.; (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then the applicable Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor Debtor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to PledgorDebtor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor Debtor (a “"Holder”"), then Pledgor Debtor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/ instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgment that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law laws governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgment shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor Debtor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor Debtor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor Debtor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of CCC, CGI and/or CRI, as the Issuers case may be (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/ instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgment that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law laws governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgment shall be in form and substance satisfactory to Secured Party. (d) Any Subject to the provisions in Section 4 hereof, any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. Secured Party shall have the right to xxxx any certificate or instrument representing or evidencing the Collateral with a legend indicating that such Collateral is subject to the security interest granted hereby. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Oak Lawn (or of any other Person person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business4. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. 3 <PAGE> 4 (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor the Pledgors to Secured Party or the Escrow Agent, as the Secured Party’s designee pursuant hereto at a location designated by 's sole and exclusive agent, who shall hold such certificates or instruments and the shares represented thereby for the sole and exclusive benefit of the Secured Party and shall be held by Party. Such certificates or on behalf of Secured Party pursuant hereto, and instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. (b) Upon In the occurrence and during event the continuance that Secured Party becomes entitled to payment pursuant to Section 10 of an Event of Defaultthe Stock Purchase Agreement, the Secured Party shall have the right, at any time in its discretion and without notice unilateral right to Pledgor, cause the Escrow Agent to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) Secured Party in the name of the Secured Party or any of its nominees any or all of the Collateral. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions, excluding cash) at any time received or held by Pledgor the Pledgors shall be so received or held in trust for the Secured Party, shall be segregated from other funds and property of the Pledgor and shall be forthwith delivered to Secured Party the Escrow Agent in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements. (ed) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor the Pledgors shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law. (e) The Escrow Agent may take any action, including without limitation the transfer of title and possession of the Collateral to MRV, not specified in this Agreement upon receipt by the Escrow Agent of MRV's instruction to deal with the situations relating to, including without limitation, any disputes among the parties in connection with the Stock Purchase Agreement and this Agreement or claims by any third party directly or indirectly, formally or informally, filed, occurred or made known to MRV or the Escrow Agent.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor the Pledgors to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or the applicable Pledgor (a “"Holder”"), then such Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 Section 9115 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by a Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of the applicable Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by a Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by the applicable Pledgor in accordance with Section 4 and used in the ordinary course of such Pledgor’s 's business. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then the applicable Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, Party or otherwise cause Secured Party’s the security interest thereon held by Secured Party to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Pledged Collateral or Future Rights shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, If at any time and from time to time, time any Collateral (including but not limited to any certificate or instrument representing or evidencing any Collateral) is uncertificated or in the possession or control of a Person (including a securities intermediary) other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant Collateral and to Sections 9-106 & 9-313 cause Secured Party to have "control" of the Code Collateral consisting of securities, security entitlements, or other financial assets within the meaning of Section 8106 of the UCC or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any Except to the extent Pledgor is entitled to receive and retain the Permitted Dividends pursuant to Section 5(a) hereof, any and all Collateral (including without limitation dividends, interest, interest and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust as trustee for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, held (with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s businessendorsements). (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by each Pledgor to Secured Party for the benefit of the Lender Group or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party Party, as agent for the Lender Group, or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party the Lender Group or a Pledgor (a “"Holder”"), then the applicable Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s Lender Group's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party held for the benefit of the Lender Group in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for the Lender Group, all pursuant to Sections 9-106 & 9-313 9115 of the Code or other applicable law governing the perfection of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by any Pledgor shall be so received or held in trust for Secured Partythe Lender Group, shall be segregated from other funds and property of such Pledgor and shall be forthwith delivered to Secured Party for the benefit of the Lender Group in the same form as so received or held, with any necessary indorsementsendorsements; provided PROVIDED that cash dividends or distributions received by a Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by such Pledgor in accordance with Section SECTION 4 and used in the ordinary course of such Pledgor’s 's business. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then the applicable Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, as agent for the Lender Group, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate Endorsement Certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault and pursuant to the remedies provided in the 2012 Agreement, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possessionpossession (which may include actual physical possession by a fiduciary of Secured Party), or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All 3.1 No later than October 21, 2005, all certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument of transfer or assignment in blank, in form and substance satisfactory to Secured Party. (b) 3.2 Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) 3.3 If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections 9-106 & and 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder. (d) 3.4 Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business. (e) 3.5 If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

Delivery and Registration of Collateral. (a) All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or Secured Party’s 's designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed indorsement certificate in the form attached hereto as Exhibit A or other instrument instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Issuers (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (c) If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “"Holder”"), then Pledgor shall immediately, at Secured Party’s 's option, either cause such Collateral to be delivered into Secured Party’s 's possession, or cause execute and deliver to such Holder to enter into a control agreement, in form and substance satisfactory to Secured Partywritten notification/instruction, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, including obtaining from such Holder a written acknowledgement that such Holder holds such Collateral for Secured Party, all pursuant to Sections 9-106 & 9-313 ss.9115 of the Code or other applicable law governing the perfection perfectioN of Secured Party’s 's security interest in the Collateral in the possession of such Holder. Each such notification/instruction and acknowledgement shall be in form and substance satisfactory to Secured Party. (d) Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsementsendorsements; provided PROVIDED that cash dividends or distributions received by Pledgor, if and to the extent they are not prohibited by the Loan Agreement, may be retained by Pledgor in accordance with Section SECTION 4 and used in the ordinary course of Pledgor’s 's business. (e) If at any time, time and from time to time, time any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s 's security interest thereon to be perfected in accordance with applicable law.