Common use of Delivery of Collateral Clause in Contracts

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments ---------------------- representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s 's receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If Notwithstanding any of the foregoing, as to any Collateral is in the possession consisting of book-entry or uncertificated securities or securities which are held by a baileethird Person, the Pledgor will join with shall deliver to the Secured Party evidence satisfactory to the Secured Party that such Collateral has been registered in notifying the bailee name of, or as pledged to, the Secured Party. Such evidence shall include the acknowledgment of the interest of issuer or Person holding such Collateral that such issuer or Person holds such Collateral as agent for the Secured Party and in obtaining from that such Collateral is identified on the bailee an acknowledgment that it hold the Collateral for the benefit books of such issuer or third Person as belonging to or pledged to the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares and the Pledged Debt shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. thereof along with an updated Schedule I. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares and Pledged Debt consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares or Pledged Debt, or (b) cause such Pledged Interests Shares or Pledged Debt to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party. The Pledgor shall execute and deliver to the Secured Party such items of assignment and transfer (including, without limitation, assignments of financing statements and recordable assignments of mortgages and deeds of trust) of any Related Collateral as the Secured Party may from time to time reasonably request.

Delivery of Collateral. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All (a) The Pledgor shall (i) on the date of this Agreement and (ii) at any time or from time to time thereafter when the Pledgor shall acquire rights in any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Shares, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Shares, or otherwise in respect thereof, promptly thereafter, deposit as security with the Collateral Agent the Pledged Shares owned by the Pledgor and any and all certificates and or instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this AgreementCollateral. All certificates Any and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All all such certificates and or instruments which shall be held by or on behalf of the Secured Party pursuant hereto and Collateral Agent, shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlementsFrom and after the date hereof, the Pledgor Collateral Agent shall either (a) execute have the right, at any time after the occurrence and deliverduring the continuance of an Event of Default, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory its discretion without notice to the Secured Party covering such Pledged InterestsPledgor, to transfer to or (b) cause such Pledged Interests to be transferred into register in the name of the Secured Party. The Secured Party shall have the right at Collateral Agent or any time, when an Event of Default has occurred and is continuing, to cause its nominees any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller different denominations, subject to the receipt of any applicable regulatory approvals. (b) Any sums paid upon or larger denominationsin respect of the Pledged Shares upon the liquidation or dissolution of IPL shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of IPL or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, and except as otherwise expressly permitted hereby, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Collateral is in Pledged Shares shall be received by the possession of a baileePledgor, the Pledgor will join with shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Party in notifying the bailee Parties, segregated from other funds of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral Pledgor, as additional collateral security for the benefit of the Secured PartyObligations.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party contemporaneously with promptly after funding of the execution of this Agreementcredit accommodation and obtaining the Required Consent. All certificates and instruments representing or evidencing Collateral received by the Pledgor after obtaining the execution of this Agreement Required Consent shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares, or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any timetime after obtaining the Required Consent, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests shall be Securities have been delivered to the Secured Party contemporaneously with Collateral Agent prior to the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party Collateral Agent promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Collateral Agent (for the ratable benefit of the Senior Lenders) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured PartyCollateral Agent. The Secured Party Collateral Agent shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party Collateral Agent or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates and instruments representing or evidencing Collateral for certificates and instruments of smaller or larger denominations. If Notwithstanding any of the foregoing, as to any Collateral is in the possession consisting of book-entry or uncertificated securities or securities which are held by a baileethird Person, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold shall deliver to the Collateral Agent evidence satisfactory to the Collateral Agent that such Collateral has been registered in the name of, or as pledged to, the Collateral Agent (for the ratable benefit of the Secured PartySenior Lenders). Such evidence shall include the acknowledgment of the issuer or Person holding such Collateral that such issuer or Person holds such Collateral as agent for the Collateral Agent (for the ratable benefit of the Senior Lenders) and that such Collateral is identified on the books of such issuer or third Person as belonging to or pledged to the Collateral Agent (for the ratable benefit of the Senior Lenders).

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares, or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Securities shall be delivered to the Secured Party Bank contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party Bank promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Bank (for the ratable benefit of the Lenders) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured PartyBank. The Secured Party Bank shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party Bank or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates and instruments representing or evidencing Collateral for certificates and instruments of smaller or larger denominations. If Notwithstanding any of the foregoing, as to any Collateral is in the possession consisting of book-entry or uncertificated securities or securities which are held by a baileethird Person, the Pledgor will join with shall deliver to the Secured Party Bank evidence satisfactory to the Bank that such Collateral has been registered in notifying the bailee of name of, or as pledged to, the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral Bank (for the ratable benefit of the Secured PartyLenders). Such evidence shall include the acknowledgment of the issuer or Person holding such Collateral that such issuer or Person holds such Collateral as agent for the Bank (for the ratable benefit of the Lenders) and that such Collateral is identified on the books of such issuer or third Person as belonging to or pledged to the Bank (for the ratable benefit of the Lenders).

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, Exh. B-3 Exhibit 10.2 the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. (a) All certificates and or instruments representing or evidencing the Pledged Interests Collateral shall be promptly delivered by Pledgor to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received Secured Party’s designee pursuant hereto at a location designated by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party pursuant hereto hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments indorsement certificates in the form attached hereto as Attachment 1 or other instrument of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or . (b) cause such Pledged Interests to be transferred into Upon the name occurrence and during the continuance of the Secured Party. The a Default, Secured Party shall have the right right, at any timetime in its discretion and without notice to Pledgor, when an Event subject to the provisions of Default has occurred and is continuingsection 9 of this Agreement, to cause transfer to or to record on the books of CRL (or of any or all of other Person maintaining records with respect to the Collateral to be transferred of record into Collateral) in the name of the Secured Party or any of its nominee for the benefit nominees any or all of the Creditors Collateral. (but subject c) If, at any time and from time to the rights of the Pledgor under Section 6) and to exchange certificates time, any Collateral (including any certificate or instrument representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral any Collateral) is in the possession of a baileeperson or entity other than Secured Party or Pledgor (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 Pledgor will join with the security interest of Secured Party in notifying the bailee 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 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 recorded 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 the provisions of this Agreement and applicable law. (f) Pledgor shall cause the issuer of any membership interests in CRL to note the security interest of the Secured Party on the books and records of CRL where such membership interests are recorded and kept in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit ordinary course of the Secured Partybusiness.

Delivery of Collateral. All certificates and or instruments representing or evidencing the Pledged Interests Security Collateral, Account Collateral or Interest Collateral shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyTrustee or shall be credited to the Collateral Investments Account. With respect For the better perfection of the Trustee's rights in and to all Pledged Interests consisting of uncertificated securitiesthe Security Collateral, book-entry securities or securities entitlementsAccount Collateral and Interest Collateral, the Pledgor shall either forthwith, upon the pledge of any Security Collateral, Account Collateral or Interest Collateral hereunder, cause all such Security Collateral, Account Collateral or Interest Collateral, including the Collateral Investments Account and all other accounts representing a security entitlement to or containing any Collateral (aincluding, without limitation, any Collateral Investments) execute to be registered in the name "GST Equipment Funding, Inc. Collateral Account for the benefit of United States Trust Company of New York, as Trustee," and deliverto be under the sole dominion and control of the Trustee, which dominion and cause control shall be agreed to and acknowledged by MSAM or any necessary issuers or other securities intermediaries to execute and deliverintermediary holding any such account in an acknowledgement in the form of Exhibit B-1 hereto, control agreements in form and substance reasonably satisfactory subject only to the Secured Party covering such Pledged Interestsrevocable rights specified in Section 8. In addition, the Trustee or (b) cause such Pledged Interests to be transferred into MSAM, as the name of the Secured Party. The Secured Party case may be, shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and time to exchange certificates or instruments representing or evidencing any Security Collateral, Account Collateral or Interest Collateral for certificates or instruments of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. (a) All certificates and instruments representing or evidencing the Pledged Interests Shares as described in Part A of Schedule I hereto shall be delivered to the Secured Party contemporaneously with the execution of this Agreement and (b) all certificates and instruments identified on Part B of Schedule I hereto shall be delivered to the Secured Party within thirty (30) days of the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor Pledgors or any of them after the execution of this Agreement shall be delivered to the Secured Party promptly upon the a Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securitiessecurities or interests, book-entry securities or securities entitlements, the each Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, Shares or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party; provided, that, in the case of Pledged Shares with respect to ownership interests in any Borrower or any Subsidiary of any Borrower, certificates shall be issued with respect to the same and delivered to the Secured Party with appropriate instruments of transfer within thirty (30) days of the execution of this Agreement. The Secured Party shall have the right at any time, when time after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor Pledgors under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the each Pledgor that owns such Collateral will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold holds the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party contemporaneously with the execution of this Agreement unless they are already in the Secured Party's possession in which case they shall remain in the Secured Party's possession subject to the terms of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s 's receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares, or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.for

Delivery of Collateral. (a) All certificates and instruments representing or evidencing the Pledged Interests Stock shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment assignments in blank, all in form and substance reasonably satisfactory to Pledgee. (b) On the Secured Party. With respect Closing Date, (i) the Company shall make arrangements with Interwest Transfer Company, Inc. (the “Transfer Agent”) for the transfer to all Pledged Interests consisting the Pledgee of uncertificated securitiesthe original share certificates of Finity Holdings, book-entry securities or securities entitlementsInc. pledged to the Pledgee pursuant hereto, with the Pledgor shall either (a) execute and deliverreceipt of such share certificates by the Pledgee to occur no later than five business days after the date hereof, and cause any necessary issuers (ii) the Company shall deliver a duly executed instrument of transfer or securities intermediaries to execute and deliverassignment in blank, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsPledgee, in relation to the share certificates of Finity Holdings, Inc. pledged by the Company to the Pledgee. (c) Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to deliver any certificates, instruments or (b) cause such Pledged Interests other distributions issued in connection with the Collateral directly to the Pledgee, in each case to be transferred into held by the Pledgee, subject to the terms hereof. (d) Upon the occurrence and during the continuance of an Event of Default (as defined below), the Pledgee shall have the right, during such time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Secured PartyPledgee or any of its nominees any or all of the Pledged Stock. The Secured Party In addition, the Pledgee shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and such time to exchange certificates or instruments representing or evidencing Collateral Pledged Stock for certificates or instruments of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securities, book-entry securities securities, or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares, or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold holds the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All To the extent not prohibited by applicable law, all certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.larger

Delivery of Collateral. All (1) The Pledgor shall (i) on the date of this Agreement and (ii) at any time or from time to time thereafter when the Pledgor shall acquire rights in any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Shares, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Pledged Shares, or otherwise in respect thereof, promptly thereafter, deposit as security with the Collateral Agent the Pledged Shares owned by the Pledgor and any and all certificates and or instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this AgreementCollateral. All certificates Any and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All all such certificates and or instruments which shall be held by or on behalf of the Secured Party pursuant hereto and Collateral Agent, shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured PartyCollateral Agent. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlementsFrom and after the date hereof, the Pledgor Collateral Agent shall either (a) execute have the right, at any time after the occurrence and deliverduring the continuance of an Event of Default, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory its discretion without notice to the Secured Party covering such Pledged InterestsPledgor, to transfer to or (b) cause such Pledged Interests to be transferred into register in the name of the Secured Party. The Secured Party shall have the right at Collateral Agent or any time, when an Event of Default has occurred and is continuing, to cause its nominees any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller different denominations, subject to the receipt of any applicable regulatory approvals. (a) Any sums paid upon or larger denominationsin respect of the Pledged Shares upon the liquidation or dissolution of DP&L shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of DP&L or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, and except as otherwise expressly permitted hereby, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Collateral is in Pledged Shares shall be received by the possession of a baileePledgor, the Pledgor will join with shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Party in notifying the bailee Parties, segregated from other funds of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral Pledgor, as additional collateral security for the benefit of the Secured PartyObligations.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Member Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Member Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Member Interests, or (b) cause such Pledged Member Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors Banks (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Shares and the Pledged LLC Interests shall be delivered to the Secured Party Lender contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor Pledgors after the execution of this Agreement shall be delivered to the Secured Party Lender promptly upon the a Pledgor’s 's receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured PartyLender. The Secured Party Lender shall have the right at any time, when whether before or after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party Lender or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor Pledgors under Section 6) and to exchange certificates or evidence of membership interests representing or evidencing Collateral for certificates of smaller or larger denominations. If Notwithstanding any of the foregoing, as to any Collateral consisting of book-entry or uncertificated securities or securities which are held by a third Person, the Pledgors shall deliver to the Lender evidence satisfactory to the Lender that such Collateral has been registered in the name of, or as pledged to, the Lender. Such evidence shall include the acknowledgment of the issuer or Person holding such Collateral that such issuer or Person holds such Collateral as agent for the Lender and that such Collateral is in identified on the possession books of a bailee, such issuer or third Person as belonging to or pledged to the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured PartyLender.

Delivery of Collateral. All The Pledgor shall in good faith deliver all certificates and instruments representing or evidencing the Pledged Interests shall be delivered Shares as soon as reasonably possible to the Secured Party contemporaneously with the execution of this AgreementParty. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments 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 instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged InterestsShares, or (b) cause such Pledged Interests Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, when an Event of Default has occurred and is continuing, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Interests Shares shall be delivered to the Secured Party Agent contemporaneously with the execution of this Agreement. All Agreement or, for Foreign Subsidiaries created or acquired hereafter, with the issuance or acquisition of such Pledged Shares, but, in each case, only to the extent such certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered exist and such delivery (i) is permissible and (ii) will not otherwise have a material adverse tax consequence to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. With respect to all Pledged Interests consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Interests, or (b) cause such Pledged Interests to be transferred into the name of the Secured PartyAgent. The Secured Party Agent shall have the right at any time, when after an Event of Default has occurred and is continuingDefault, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party Agent or its nominee for the benefit of the Creditors (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If The Pledgor shall execute and deliver to the Agent such items of assignment and transfer (including, without limitation, assignments of financing statements and recordable assignments of mortgages and deeds of trust) of any Collateral is in as the possession Agent may from time to time reasonably request. Notwithstanding any of the foregoing, as to any Collateral consisting of book-entry or uncertificated securities or securities which are held by a baileethird Person, the Pledgor will join with shall, at the Secured Party in notifying the bailee request of the interest Agent, to the extent permitted by applicable law, deliver to the Agent evidence satisfactory to the Agent that such Collateral has been registered in the name of, or as pledged to, the Agent. Such evidence shall include the acknowledgment of the Secured Party and in obtaining from the bailee an acknowledgment issuer or Person holding such Collateral that it hold the such issuer or Person holds such Collateral as agent for the benefit Agent and that such Collateral is identified on the books of such issuer or third Person as belonging to or pledged to the Secured PartyAgent.