Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or the Pledgee on behalf of Collateral Agent the Lenders pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, together with an executed Form 4 (the form of which is attached hereto as Schedule B), all in form and substance reasonably satisfactory to the Pledgee and the Lenders. The Pledgor hereby instructs the Company, and the Company hereby agrees, to promptly deliver directly to the Pledgee all stock certificates, instruments or other documents evidencing or constituting Pledged Collateral Agentissued by the Company after the date of this Agreement, marked to show recordation by the Company of the pledge thereof to the Trustee. If any such certificates, instruments or documents are delivered to the Pledgor, the Pledgor shall hold in trust for the Pledgee upon receipt, and immediately thereafter transfer to the Pledgee, any such certificates, instruments or documents (except, until the Pledgee has requested a transfer of the Pledged Collateral Agent pursuant to Section 1.6(b) hereof, cash dividends and interest paid in respect of the Pledged Collateral). The Pledgor shall also promptly deliver to the Company executed Form(s) 4 with respect to all Pledged Collateral and to the Pledgee duly executed instruments of transfer or assignment in blank relating to all Pledged Collateral delivered to the Pledgee. (b) The Pledgee shall have the right, at any time time, in its discretion and upon notice to the Pledgor, following the occurrence and continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise file a Form 5 (the form of which is attached hereto as Schedule C) with respect to the Pledged Collateral with the Company and to transfer to or to register in the name names of Collateral Agent the Lenders or any of its their nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Pledgee shall have the right at any time right, if an Event of Default shall have occurred and be continuing, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral the Agent, and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Agent. Collateral . (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to the Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) The Agent shall have the right, at any time upon during the occurrence existence of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral of, the Agent or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent the Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Secured Party, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Secured Party pursuant hereto; provided, -------- however, that to the extent the certificates representing the Pledged Shares ------- that have been delivered to the Secured Party are in bearer form, the Secured Party shall, on request of the Pledgor, release and exchange such certificates for certificates in registered form, issued in the name of the Pledgor and an appropriate amendment to this Agreement shall be executed by the Pledgor. All Pledged Collateral 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 Collateral Agentthe Secured Party. Collateral Agent The Secured Party shall have the right, at any time upon the occurrence of an Event of Default (as defined in the LLC Mirror Note) which is continuing and without notice to PledgorPledgor (except as required by law), to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Secured Party or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Secured Party shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the Secured Party the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent the Secured Party an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentthe Secured Party, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates existing on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by any Grantor (with respect to Certificates received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or the Agent on behalf of Collateral Agent pursuant hereto. All Pledged Collateral the Lenders and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Agent. (b) With respect to each Limited Liability Company Interest, on (i) the Closing Date (with respect to Limited Liability Company Interests existing on such date) and (ii) the day on which any Limited Liability Company Interest shall be acquired by any Grantor (with respect to Limited Liability Company Interests acquired after the Closing Date), a notice in the form set forth in Schedule F attached hereto (the "Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged Entity, notifying each Pledged Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by each Grantor to the relevant Pledged Entity, and each such Grantor shall have received and delivered to the Agent a copy of such Limited Liability Company Notice, along with an acknowledgment in the form set forth in Schedule F attached hereto (the "Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed by the relevant Pledged Entity. Collateral -------------- (c) Subject to any necessary prior approval of the FCC, the Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany Grantor, to endorse, assign or otherwise transfer to or to direct any Grantor or any nominee of any Grantor to register or cause to be registered in the name of Collateral the Agent or any of its nominees any or all of the Pledged CollateralSecurities or Pledged Limited Liability Company Interests. In addition, Collateral the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities or Pledged Limited Liability Company Interests for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesPromptly upon its receipt thereof, agreements the Grantor shall deliver to the Collateral Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged CollateralCollateral acquired by the Grantor, to the extent not previously delivered to and such Pledged Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to the Agent and Collateral Agent. If, at any time, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of any of the Subsidiaries which have issued Pledged Stock, or any option included within the Pledged Collateral is exercised, or both, or (b) any subscription warrant(s) or any other right(s) or option(s) shall be issued in connection with the Pledged Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be promptly delivered to the Collateral Agent and shall be held by the Collateral Agent under the terms of this Agreement and the Collateral Agency Agreement and shall constitute Pledged Collateral hereunder; PROVIDED, HOWEVER, that nothing contained in this SECTION 4 shall be deemed to permit any stock dividend, issuance of additional stock, warrants, rights or options, reclassification, readjustment or other change in the capital structure of any of the Grantors which is not expressly permitted in the Secured Note Purchase Agreement; PROVIDED, FURTHER, HOWEVER, that the Grantor's failure to so deliver such property to the Collateral Agent shall have in no way affect the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsLien granted thereon as herein provided. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All Pledgor shall, to the extent permitted by applicable law, record its pledge of the Pledged Shares on the membership interest register or the books of Insight Ohio, cause Insight Ohio to execute and deliver to the Trustee an acknowledgment of the pledge of the Pledged Shares substantially in the form of Exhibit 2 hereto, execute any customary pledge forms or other documents --------- necessary or appropriate to complete the pledge and give Trustee the right to transfer such Pledged Shares under the terms hereof and provide to the Trustee an opinion of counsel, in form and substance satisfactory to the Trustee, confirming such pledge. (b) If the Pledged Shares become certificated, any such certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Trustee, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Trustee pursuant hereto; provided, however, that to -------- ------- the extent the certificates representing the Pledged Shares that have been delivered to the Trustee are in bearer form, the Trustee shall, on request of the Pledgor, release and exchange such certificates for certificates in registered form, issued in the name of the Pledgor and an appropriate amendment to this Agreement shall be executed by the Pledgor. All such certificated Pledged Collateral Collateral, if any, 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 Collateral Agentthe Trustee. Collateral Agent The Trustee shall have the right, at any time upon the occurrence of an Event of Default which is continuing and without notice to PledgorPledgor (except as required by law), to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Trustee shall have the right at any time to exchange any certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral Agent, and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral . (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, at any time upon during the occurrence existence of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral of, Agent or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates or instruments representing or evidencing the Pledged Collateral, to Collateral held by Pledgor on the extent not previously date hereof have herewith been delivered to Collateral Agent, shall immediately upon receipt thereof accompanied by Powers in the form of Exhibit B duly executed in blank, and any and all hereafter obtained or received by Pledgor shall be delivered to and held by or on behalf of Collateral Agent pursuant hereto, accompanied by Powers in the form of Exhibit B duly executed in blank. Promptly upon the execution and delivery of the Voting Trust Agreement Collateral Agent will surrender the Pledged Shares to Lender so that Lender may register in Lender's stock transfer records the transfer, subject to the lien and security interests created hereunder, of the Pledged Shares from Pledgor to the Voting Trustees and cause new certificates representing the Pledged Shares to be issued in the name of, and delivered to, the Voting Trustees. The new certificates and the Pledged Shares represented thereby shall be held by Collateral Agent as Pledged Collateral and any voting trust certificate issued by the Voting Trustees to Pledgor shall by delivered to Collateral Agent and held as Pledged Collateral. All of the foregoing certificates shall be accompanied by Powers in the form of Exhibit B duly executed in blank and shall bear legends indicating that such Pledged Collateral Shares (including the trust certificates) are subject to the lien and security interest created under this Pledge Agreement. All certificates or instruments shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent shall have Lender. (b) In furtherance of the right, foregoing Pledgor agrees that at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees (i) any or all of the New Class A Shares are issued to Borrower or (ii) any or all of the 33,333 shares of Class A Common Stock owned by Pledgor which are pledged to First Union National Bank (the "First Union Pledged CollateralShares") no longer are subject to such Lien, such shares shall constitute Pledged Collateral and Pledgor shall immediately deliver such shares to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank. Promptly upon the delivery of any New Class A Shares or First Union Pledged Shares to Collateral Agent, Collateral Agent will surrender such New Class A Shares or First Union Pledged Shares to Lender so that Lender may register in Lender's stock transfer records the transfer, subject to the lien and security interests created hereunder, of the New Class A (c) In the event that a court of competent jurisdiction enters a Court Invalidation Order (as defined in the Settlement Agreement) the effect of which is that Pledgor may not assign and transfer the Redemption Class B Shares (as defined in the Settlement Agreement) to Lender during the lifetime of Herbxxx X. Xxxx ("XHH") (or until the termination of the proxy granted by Pledgor to HHH in July 1993 to vote the Redemption Class B Shares), Pledgor agrees that such shares shall constitute Pledged Collateral and upon the reissuance of the Redemption Class B Shares, Pledgor shall immediately deliver such shares to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank. In addition, Collateral Agent Agent, Lender and Pledgor shall have the right at any time take all such actions as are necessary to exchange certificates representing or evidencing the Pledged Shares in the name of the Voting Trustees for new certificates representing the Pledged Shares in the name of Pledgor, all of which shall constitute Pledged Collateral for certificates and immediately be delivered to Collateral Agent accompanied by Powers in the form of smaller or larger denominationsExhibit B duly executed in blank. (bd) If In the issuer event of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates Revocation Closing pursuant to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register Section 1.5 of the issuerSettlement Agreement, execute any customary stock pledge forms or other documents necessary or appropriate Pledgor agrees that the Redemption Class B Shares reissued to complete Pledgor shall constitute Pledged Collateral and upon the pledge and give Collateral Agent reissuance of the right to transfer Redemption Class B Shares, Pledgor shall immediately deliver such Pledged Shares under the terms hereof and provide shares to Collateral Agent an opinion accompanied by Powers in the form of counsel, Exhibit B duly executed in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeblank.

Delivery of Pledged Collateral. (a) All certificatesWith respect to each Limited Liability Company Interest, agreements or instruments representing or evidencing on (i) the Closing Date (with respect to Limited Liability Company Interests existing on such date) and (ii) the day on which any Limited Liability Company Interest shall be acquired by any Pledgor (with respect to Limited Liability Company Interests acquired after the Closing Date), a notice in the form set forth in Schedule C attached hereto (the "Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged CollateralEntity, notifying each Pledged Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by each Pledgor to the extent not previously relevant Pledged Entity, and each Pledgor shall have received and delivered to Collateral Agentthe Agent a copy of such Limited Liability Company Notice, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be along with an acknowledgment in suitable the form for transfer by delivery or shall be accompanied by set forth in Schedule C attached hereto (the "Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed instruments by the relevant Pledged Entity. -------------- (b) Subject to any necessary prior approval of transfer or assignment in blankthe FCC, all in form and substance reasonably satisfactory to Collateral Agent. Collateral the Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to any Pledgor, to endorse, assign or otherwise transfer to or to direct any Pledgor or any nominee of any Pledgor to register or cause to be registered in the name of Collateral the Agent or any of its nominees any or all of the Pledged CollateralLimited Liability Company Interests. In addition, Collateral the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Limited Liability Company Interests for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (aor, if applicable, concurrently with its execution and delivery of a Supplement) All certificates, agreements will deliver to the Administrative Agent all certificates or instruments other documents representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by of such Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably each case satisfactory to the Administrative Agent, all of which shall remain in the custody of the Administrative Agent or its nominee. If the constating documents of any Issuer restrict the transfer of the securities of such Issuer, then the applicable Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral Agentby the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral Agent shall have the rightthat is in registrable form may, at any time upon the occurrence option of an Event of Default and without notice to Pledgorthe Administrative Agent, to endorse, assign or otherwise transfer to or to register be registered in the name of Collateral Administrative Agent or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required by the Administrative Agent, all such instruments, documents and agreements as the Administrative Agent in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of its nominees any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or all a nominee of the Pledged CollateralAdministrative Agent. In addition, Collateral the Administrative Agent shall have the right at any time to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. (b) . If the issuer Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Shares is incorporated in Collateral will also be guaranteed by a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, Canadian or United States bank or other financial institution acceptable to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Administrative Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesFor the better perfection of the Bank’s rights in and to the Pledged Collateral, agreements Pledgor shall deliver to the Bank, in form and substance satisfactory to the Bank, all certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by Pledgor’s endorsement or duly executed instruments of transfer or assignment in blank. To the extent that the Pledged Collateral has not already been transferred to the Bank in a manner sufficient to perfect the Bank’s security interest therein, Pledgor shall promptly deliver or cause to be delivered to the Bank all in form certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate assignments and substance reasonably satisfactory to Collateral Agentendorsements. Collateral Agent shall have the right, at any time upon Upon the occurrence and during the continuation of an Event of Default and without notice Default, if requested by the Bank, Pledgor shall immediately cause such Pledged Collateral to Pledgor, to endorse, assign or otherwise transfer to or to register be registered in the name of Collateral Agent the Bank or any of its such nominee or nominees any or all of the Bank as the Bank shall direct. Upon the occurrence and during the continuation of an Event of Default, the Bank is hereby authorized: (i) to the extent permissible, to transfer to the account of the Bank any Pledged Collateral. In additionCollateral whether in the possession of, or registered in the name of, The Depository Trust Company (the “DTC”) or other clearing corporation or held otherwise; (ii) to transfer to the account of the Bank with any Federal Reserve Bank any Pledged Collateral Agent shall have the right at held in book entry form with any time such Federal Reserve Bank; and (iii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All Each Credit Party represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged CollateralCollateral in existence on the Closing Date (if any), as set forth on Schedule 4.3, have been delivered to the extent not previously delivered to Collateral Agent, for the benefit of the Lenders, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Credit Party hereby agrees that all certificates, agreements or instruments representing or evidencing Pledged Collateral acquired by such Credit Party after the Closing Date shall immediately upon promptly (but in any event within five (5) Business Days after receipt thereof by Pledgor such Credit Party) be delivered to and held by or on behalf of the Collateral Agent Agent, for the benefit of the Lenders, pursuant hereto. All Pledged Collateral consisting of Certificated Securities 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 Collateral AgentAgent or the Lenders. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an any Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent Agent, the Lenders or any of its their nominees or endorse for negotiation any or all of the Pledged Collateral, without any indication that such Pledged Collateral are subject to the security interest hereunder. In addition, Collateral Agent upon the occurrence and during the continuance of an Event of Default, the Lenders shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Upon, and concurrently with, the Discharge of Priority Lien Indebtedness, without notice or demand: (ai) All certificatesthe Pledgor shall deliver, agreements or shall cause Credit Agreement Agent to deliver, all certificates and all promissory notes and instruments representing or evidencing the Pledged CollateralCollateral owned by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to ; and held by or on behalf of Collateral Agent pursuant hereto. All (ii) all such Pledged Collateral shall be in suitable form for transfer by delivery or Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. the Collateral Agent and all promissory notes or other instruments evidencing any such Pledged Indebtedness shall have be endorsed by the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorseand, assign if necessary, the Credit Agreement Agent (which may endorse without recourse or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of warranty); PROVIDED, that if the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in Entity's constitutive documents contain a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge restriction on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer its shares then, in order to better perfect the Collateral Agent's security in any such Pledged Shares under of such Pledged Entity, the terms hereof and provide to Collateral Agent an opinion of counsel, certificates evidencing those Pledged Shares shall be registered in form and substance reasonably satisfactory to the Collateral Agent's name or, confirming at the Collateral Agent's option, the Collateral Agent's nominees name, and shall be accompanied by a copy of the share register of such pledgePledged Entity showing the Collateral Agent's name or, at the Collateral Agent's option, the Collateral Agent's nominee's name, as the registered owner of those Pledged Shares of such Pledged Entity, certified by the corporate secretary of such Pledged Entity as being true and complete.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates existing on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by any Pledgor (with respect to Certificates received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or the Agent on behalf of Collateral Agent pursuant hereto. All Pledged Collateral the Lenders and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Agent. (b) With respect to each Limited Liability Company Interest, on (i) the Closing Date (with respect to Limited Liability Company Interests existing on such date) and (ii) the day on which any Limited Liability Company Interest shall be acquired by any Pledgor (with respect to Limited Liability Company Interests acquired after the Closing Date), a notice in the form set forth in Schedule C attached hereto (the "Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged Entity, notifying each Pledged Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by each Pledgor to the relevant Pledged Entity, and each Pledgor shall have received and delivered to the Agent a copy of such Limited Liability Company Notice, along with an acknowledgment in the form set forth in Schedule C attached hereto (the "Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed by the relevant Pledged Entity. Collateral -------------- (c) Subject to any necessary prior approval of the FCC, the Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to any Pledgor, to endorse, assign or otherwise transfer to or to direct any Pledgor or any nominee of any Pledgor to register or cause to be registered in the name of Collateral the Agent or any of its nominees any or all of the Pledged CollateralSecurities or Pledged Limited Liability Company Interests. In addition, Collateral the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities or Pledged Limited Liability Company Interests for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) 5.1 All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral AgentTrustee, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent Trustee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments powers of transfer or assignment attorney endorsed in blank, all in form and substance reasonably satisfactory to Collateral AgentTrustee. Collateral Agent Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register obtain registration in the name of Collateral Agent Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent Trustee shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. If requested by Trustee at any time, Pledgor will execute and deliver to Trustee a stock transfer direction to the transfer agent of the Pledged Collateral, if applicable; provided that Trustee will only exercise such stock transfer direction upon the occurrence of and during the continuance of an Event of Default. (b) 5.2 If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent Trustee an opinion of counsel, in form and substance reasonably satisfactory to Collateral AgentTrustee, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Trustee, shall immediately immedi ately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Trustee pursuant hereto; provided, however, that to the extent the certificates or notes repre senting the Pledged Securities that have been delivered to the Trustee are in bearer form, the Trustee shall, on request of the Pledgor, release and exchange such certificates or notes for certificates and notes in registered form, issued in the name of the Pledgor and an appropriate amendment to this Agreement shall be executed by the Pledgor. All Pledged Collateral 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 Collateral Agentthe Trustee. Collateral Agent The Trustee shall have the right, at any time upon the occurrence of an Event of Default (as defined in the Indenture) which is continuing and without notice to PledgorPledgor (except as required by law), to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Trustee shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent the Trustee an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentthe Trustee, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral Secured Party and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent Secured Party. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Secured Party a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity (c) Secured Party shall have the right, at any time upon during the occurrence existence of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral Agent of, Secured Party or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Upon the payment in full by the Pledgor of the Pledgor's Obligations (aas defined in the Old Indenture ) All certificatesunder the Old Debentures and the Old Indenture in accordance with the provisions of the Old Indenture, agreements the Pledgor shall immediately (i) deliver to the Old Trustee and the Old Collateral Agent an Officers' Certificate (as defined in the Old Indenture) in substantially the form attached hereto as Annex B certifying that all of such Obligations have been paid in full and satisfied and instructing the Old Trustee to deliver to the Old Collateral Agent a certificate (x) stating that such Obligations have been paid in full and (y) instructing the Collateral Agent to release the liens pursuant to the Old Indenture and the Old Pledge Agreement, (ii) cause the Old Collateral Agent to execute, deliver, acknowledge and file all such instruments of termination, satisfaction or release (including, without limitation, any termination statements) to evidence the release of the Liens on all Pledged Collateral under and as defined in the Old Pledge Agreement as the Collateral Agent may reasonably request and to deliver or cause to be delivered to the Collateral Agent all certificates or instruments representing or evidencing the Pledged Collateral, Collateral to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent it pursuant hereto. All Pledged Collateral 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 Collateral Agent, and (iii) obtain from the Old Collateral Agent its confirmation, in substantially the form attached hereto as Annex C, of the payment of all fees and expenses owing by the Pledgor to the Old Collateral Agent. Immediately upon receipt of the certificates representing the Pledged Shares and instruments comprising the Pledged Notes, if any, in each case accompanied by the duly executed instruments of transfer or assignment in blank, the Collateral Agent shall have execute and deliver its acknowledgment of receipt thereof in substantially the right, at any time upon the occurrence of an Event of Default and without notice form attached hereto as Annex D to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all each of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsaddressees thereof. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. If requested by Lender after the occurrence, and during the continuance of, an Event of Default, (ai) All certificates, agreements or all certificates and all individual promissory notes and instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be assigned and endorsed (on the face of such promissory note in suitable form for transfer a conspicuous manner) to the order of Lender, together with the following written indication: “This promissory note has been assigned as collateral to BANK LEUMI USA, a New York banking corporation, as Lender,” (ii) at the reasonable request of Lender, the original promissory note shall be delivered to Lender, (iii) the Lender shall be granted a first-priority Lien and security interest in such promissory note and such security interest shall be perfected by delivery or filing a UCC-1 Financing Statement in the appropriate office, (iv) the Lien and security interest granted in favor of Lender (together with the UCC-1 Financing Statement) shall, if requested by Lender and Lender deems necessary to perfect Lender’s lien and security interest thereon, be assigned to Lender in a manner reasonably acceptable to Lender, and (v) the applicable Pledgor shall give written instructions to the maker of such promissory note (with a copy thereof to Lender) to make all payments under such promissory note to the Blocked Account established and maintained by such Pledgor with Lender. All Pledged Shares and, if evidenced by certificates, all Pledged Interests shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral AgentLender. Collateral Agent Each Pledgor hereby authorizes Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Lender shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or for all of the purposes hereunder be considered Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or funds and instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be have been delivered to and are being held by Lender. Pledgor hereby acknowledges and agrees that Lender shall have the normal rights of a custodian and depository of such funds and instruments, as well as the rights of a pledgee, as set forth herein, it being intended that the assets comprising the Deposit be considered to be in the full possession and control of Lender in its capacity as pledgee so as to perfect a pledge of the said assets and to permit Lender to exercise all rights and remedies of a pledgee with respect to such assets. Pledgor and Lender hereby acknowledge and agree that Lender shall have no liability hereunder with respect to any of its acts or on behalf of Collateral Agent omissions made in good faith. (b) The instruments delivered to Lender pursuant hereto. All Pledged Collateral to Section 2(a) hereof, and any additional instruments to be delivered from and after the date hereof are and shall be in suitable form for transfer by delivery delivery, or shall are to be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral AgentLender. Collateral Agent Lender shall have the right, at any time upon the occurrence and during the continuance of an Event of Default (as hereinafter defined) (unless Lender shall specifically in writing agree otherwise in lieu of declaring an Event of Default) in its discretion and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent Lender, or any of its nominees nominees, any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (bc) If Except in accordance with Section 27 hereof, Pledgor shall not be entitled to withdraw or remove any cash, certificates, instruments or other collateral comprising the issuer Deposit or the other Pledged Collateral, nor shall Pledgor be entitled to sell, assign, pledge, transfer or hypothecate all or any portion of such Pledged Shares Collateral until the payment in full of the Obligations and the termination of this Agreement. (d) It is incorporated anticipated that on May 13, 1997, the Note shall be repaid in a jurisdiction which does not permit full and Lender shall return the use Deposit to Pledgor. Upon the occurrence of certificates to evidence equity ownershipsuch events, then Pledgor shall, the obligations of the parties hereto under this Agreement shall terminate (except to the extent permitted by applicable lawany obligations therein are expressly stated to survive). Notwithstanding the foregoing, record such pledge Lender and Pledgor acknowledge and agree that if the Obligations are not repaid and this Agreement is not terminated on May 13, 1997 as anticipated, the stock register of the issuer, execute any customary stock pledge forms Deposit may be reinvested pursuant to Section 10(b) hereof (or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeas otherwise provided herein).

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral the Agent, shall immediately upon receipt thereof by Pledgor the Company be delivered to and held by or the Agent on behalf of Collateral Agent the Lenders pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral the Agent. Collateral The Agent shall have the right, at any time upon after the occurrence and during the continuance of an Event of Default and without notice to Pledgorthe Company, to endorse, assign or otherwise transfer to or to register in the name of Collateral the Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral the Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares any Subsidiary is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallthe Company shall cause such Subsidiary, to the extent permitted by applicable law, to record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral the Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral the Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentit, confirming such pledge. (c) Notwithstanding anything to the contrary in this Agreement, if any Pledged Shares (whether now owned or hereafter acquired) are uncertificated securities, the Company shall promptly notify any Agent thereof, and shall promptly take all actions required to perfect the security interests of the Agent under applicable law (including, in any event, under Sections 8-106 and 9- 115 of the Massachusetts Uniform Commercial Code, if applicable). The Company further agrees to take such actions as the Agent deems reasonably necessary or desirable to effect the foregoing and to permit the Agent to exercise any of its rights and remedies hereunder, and agrees to provide an opinion of counsel reasonably satisfactory to the Agent with respect to any such pledge of uncertificated securities promptly upon request of the Agent.

Delivery of Pledged Collateral. (a) All Concurrent with this Agreement: (i) the Pledged Interests shall be delivered, transferred to or placed under the control of the Pledgee by Pledgor by certificates, agreements instruments, or instruments other documents now or hereafter representing or evidencing the Pledged CollateralCollateral (“Certificates”) and, to the extent not previously delivered to Collateral Agentas appropriate, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral 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 Pledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the security interests in the Pledged Collateral Agent. Collateral Agent granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsbeen made. (b) If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to Distributions from, or relating to, Teltronics (collectively, “Securities”) at any time or from time to time after the issuer date hereof, Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the preceding Section 3(a) to effect any transfer thereof as required hereby, together with a certificate executed by Pledgor describing such Securities and certifying that the same have been duly pledged with Pledgee hereunder. (c) If Pledgor shall come into possession of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownershipany Distribution, then Pledgor shallincluding any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the extent permitted by applicable lawStock at any time or from time to time after the date hereof, record Pledgor shall surrender such pledge on the stock register Distributions to Pledgee who may apply any such Distributions to any portion of the issuer, execute any customary stock pledge forms Obligations then due or other documents necessary or appropriate to complete hold such Distributions as part of the pledge and give Collateral Agent Pledged Collateral. (d) Pledgee shall have the right to transfer such appoint one or more agents for the purpose of retaining physical possession of any of the Pledged Shares under Collateral, which may be held (in the terms hereof and provide to Collateral Agent an opinion discretion of counselPledgee) in the name of Pledgor, or endorsed or assigned in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeblank or in favor of Pledgee or any nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. (ai) All certificatescertificates currently representing Pledged Equity shall be delivered to Secured Party (or its custodian, agreements nominee or other designee) on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments representing or evidencing constituting Pledged Collateral from time to time required to be pledged to Secured Party pursuant to the Pledged terms hereof (the “Additional Collateral, ”) shall be delivered (to the extent not previously required to be delivered pursuant to Collateral Agentthe immediately preceding sentence) to Secured Party (or its custodian, shall immediately nominee or other designee) promptly upon receipt thereof by Pledgor or on behalf of Debtor. All such certificates and instruments shall be delivered to and held by or on behalf of Collateral Agent Secured Party pursuant hereto. All Pledged Collateral hereto and shall be delivered in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock or equity powers executed in blank, all in form and substance reasonably satisfactory to Secured Party. If any Pledged Collateral Agent. Collateral Agent consists of uncertificated securities, then Debtor shall have the right, at any time upon the occurrence cause each issuer of an Event of Default and such securities to agree that it will comply with instructions originated by Secured Party with respect to such securities without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all further consent by Debtor. (ii) Within thirty (30) business days of the Pledged receipt by Debtor of any Additional Collateral, a Pledge Amendment, duly executed by Debtor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to Secured Party in respect of the Additional Collateral to be pledged pursuant to this Pledge Agreement and the Note. In addition, Collateral Agent The Pledge Amendment shall have the right at from and after delivery thereof constitute part of Schedule I hereto. Debtor hereby authorizes Secured Party to attach each Pledge Amendment to this Pledge Agreement and agrees that all certificates or instruments listed on any time Pledge Amendment delivered to exchange certificates representing or evidencing Secured Party shall for all purposes hereunder constitute Pledged Collateral for certificates of smaller or larger denominationsand Debtor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If Debtor shall receive, by virtue of such Debtor’s being or having been an owner of any Pledged Collateral, any (i) stock, partnership interest, or equity certificate (including, without limitation, any certificate representing a stock, partnership interest, or equity dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, interests, stock or equity split, spin-off or split-off) or other instrument, evidencing any Pledged Collateral, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, (iii) dividends payable in cash (except such dividends permitted to be retained by Debtor pursuant to Section 8 hereof) or in securities or other property with respect to any Pledged Collateral or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus, or paid-in surplus with respect to any Pledged Collateral, Debtor shall receive such stock, partnership interest, or equity certificate, instrument, option, right, payment or distribution in trust for the issuer benefit of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates Secured Party, shall segregate it from Debtor’s other property and shall deliver it forthwith to evidence equity ownershipSecured Party, then Pledgor shall, (to the extent permitted required to be delivered in accordance with the first sentence of Section 4(a)(i) hereof), in the exact form received, with any necessary endorsement and/or appropriate stock, transfer, or equity powers duly executed in blank, to be held by applicable lawSecured Party (or its custodian, record such pledge on the stock register of the issuer, execute any customary stock pledge forms nominee or other documents necessary or appropriate to complete designee) as Pledged Collateral and as further collateral security for the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeSecured Obligations.

Delivery of Pledged Collateral. (ai) All certificates, agreements or instruments certificates representing or evidencing the any Pledged CollateralCollateral that constitutes a Certificated Security, and all Instruments representing or evidencing any Pledged Collateral (in each case, other than any such Pledged Collateral credited to the extent not previously delivered to Collateral AgentAccount and registered in the name of Cede & Co.), shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Lender pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery or or, as applicable, shall be accompanied by Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agentthe Lender. Collateral Agent Upon the occurrence and during the continuation of an Event of Default (as defined in the Note), the Lender shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Lender or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or Instruments representing or evidencing Pledged Collateral for certificates or Instruments of smaller or larger denominations. (bii) Pledgor hereby represents and warrants that as of the date hereof it has delivered to the Lender (or as directed by the Lender) in the State of New York all original certificates representing or evidencing any Pledged Collateral that constitutes a Certificated Security, and all original Instruments evidencing or representing any Pledged Collateral (in each case, other than any such Pledged Collateral credited to the Account and registered in the name of Cede & Co.), in each case, existing on the date of this Agreement. (iii) If the issuer at any time any Pledged Equity shall consist of Pledged Shares is incorporated in a jurisdiction which does any Uncertificated Securities that are not permit the use of certificates to evidence equity ownership, then Pledgor shall, credited to the extent permitted Account, Pledgor shall promptly cause such Pledged Equity to become Certificated Securities and deliver the certificates representing or evidencing such Certificated Securities to the Lender in accordance with paragraph (a)(i) above. (iv) Pledgor hereby represents and warrants that (x) the original stock certificates for shares issued to Pledgor by applicable lawIssuer, record such pledge on having certificate numbers SII-04599, SII-04600, SII-04627, SII-04628, SII-04630, SII-04631, SII-04632, SII-04633, and SII-04634 (the stock register “Cancelled Certificates”), have been duly surrendered to and cancelled by Issuer prior to the date hereof and (y) as of the issuerdate hereof, execute any customary stock pledge forms or all such shares and other documents necessary or appropriate Equity Interests in Issuer previously represented by the Cancelled Certificates (prior to complete the pledge date such certificates were surrendered and give Collateral Agent cancelled) are held by the right to transfer such Pledged Shares under Account Securities Intermediary in the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeAccount as Financial Assets.

Delivery of Pledged Collateral. (a) All Concurrent with this Agreement: (i) the Pledged Interests shall be delivered, transferred to or placed under the control of the Pledgee by Pledgor by certificates, agreements instruments, or instruments other documents now or hereafter representing or evidencing the Pledged CollateralCollateral (“Certificates”) and, to the extent not previously delivered to Collateral Agentas appropriate, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral 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 Pledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the security interests in the Pledged Collateral Agent. Collateral Agent granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsbeen made. (b) If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to Distributions from, or relating to, Pledgee (collectively, “Securities”) at any time or from time to time after the issuer date hereof, Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the preceding Section 3(a) to effect any transfer thereof as required hereby, together with a certificate executed by Pledgor describing such Securities and certifying that the same have been duly pledged with Pledgee hereunder. (c) If Pledgor shall come into possession of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownershipany Distribution, then Pledgor shallincluding any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the extent permitted by applicable lawStock at any time or from time to time after the date hereof, record Pledgor shall surrender such pledge on the stock register Distributions to Pledgee who may apply any such Distributions to any portion of the issuer, execute any customary stock pledge forms Obligations then due or other documents necessary or appropriate to complete hold such Distributions as part of the pledge and give Collateral Agent Pledged Collateral. (d) Pledgee shall have the right to transfer such appoint one or more agents for the purpose of retaining physical possession of any of the Pledged Shares under Collateral, which may be held (in the terms hereof and provide to Collateral Agent an opinion discretion of counselPledgee) in the name of Pledgor, or endorsed or assigned in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeblank or in favor of Pledgee or any nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. (a) All certificatesEach Grantor agrees promptly to deliver or cause to be delivered to the Credit Agent (or, agreements if the First-Lien Termination Date has occurred, to the Collateral Agent) any and all Pledged Collateral, including any and all certificates or other instruments or documents representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If Each Grantor will cause any Indebtedness for borrowed money owed to the issuer of Pledged Shares Grantor by any Person to be evidenced by a duly executed promissory note that is incorporated in a jurisdiction which does not permit pledged hereunder and delivered to the use of certificates to evidence equity ownershipCredit Agent (or, then Pledgor shallif the First-Lien Termination Date has occurred, to the extent permitted by applicable law, record such pledge on Collateral Agent) for the stock register benefit of the issuerSecured Parties pursuant to the terms hereof. (c) Upon delivery to the Credit Agent (or, execute any customary if the First-Lien Termination Date has occurred, to the Collateral Agent), the Pledged Collateral shall be accompanied by stock pledge forms powers duly executed in blank or other instruments of transfer satisfactory to the Credit Agent (or, if the First-Lien Termination Date has occurred, to the Collateral Agent) and by such other instruments and documents necessary or appropriate as the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request. Each delivery of Pledged Collateral shall be accompanied by an updated Perfection Certificate delivered to complete the pledge and give Collateral Agent describing the right to transfer such Pledged Shares under the terms hereof securities theretofore and provide to Collateral Agent an opinion of counselthen being pledged hereunder, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgewhich shall supersede any prior Perfection Certificate so delivered.

Delivery of Pledged Collateral. (a) All certificatesAt the request of Agent, agreements or instruments representing or evidencing the Pledged Collateral, and subject to the extent not previously delivered to Collateral AgentSubordnation Agreement, each Certificate (other than Certificates representing any Foreign Subsidiary) shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral . (b) Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral of, Agent or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (bc) If Each Grantor acknowledges and agrees that (i) each Pledged Limited Liability Company Interest and each Pledged Partnership Interest Controlled by such Grantor and that is represented by a Certificate shall be a “security” within the issuer meaning of Article 8 of the Uniform Commercial Code of the applicable issuer’s jurisdiction and shall be governed by Article 8 of such Uniform Commercial Code and (ii) each such interest shall at all times hereafter be represented only by a certificate. (d) Each Grantor further acknowledges and agrees that (i) each Pledged Shares Limited Liability Company Interest or Pledged Partnership Interest Controlled by such Grantor and pledged hereunder that is incorporated in not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable issuer’s jurisdiction which does not permit and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the use meaning of certificates Article 8 of such Uniform Commercial Code or issue any certificate representing such interest, unless such Grantor provides prior written notification to evidence equity ownership, then Pledgor shall, Agent of such election and immediately pledges any such certificate to Agent pursuant to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgehereof.

Delivery of Pledged Collateral. Within thirty (a30) All certificatesdays ------------------------------ after the end of each calendar quarter, agreements each Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged CollateralCollateral acquired by such Grantor during such calendar quarter, to the extent not previously delivered to and such Pledged Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral the Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantors formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to Collateral the Agent. Collateral Agent shall have the rightIf, at during any time upon the occurrence of an Event of Default and without notice to Pledgorsuch calendar quarter, to endorse(a) any stock dividend, assign reclassification, readjustment or otherwise transfer to other change is declared or to register made in the name capital structure of Collateral Agent any of the Subsidiaries which have issued Pledged Stock, or any of its nominees option included within the Pledged Collateral is exercised, or both, or (b) any subscription warrant(s) or all of any other right(s) or option(s) shall be issued in connection with the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallall new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be delivered to the extent permitted Agent within thirty (30) days after the end of such calendar quarter and shall be held by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof of this Agreement and provide shall constitute Pledged Collateral hereunder; provided, however, -------- ------- that nothing contained in this Section 4 shall be deemed to Collateral permit any stock --------- dividend, issuance of additional stock, warrants, rights or options, reclassification, readjustment or other change in the capital structure of any of the Obligors which is not expressly permitted in the Note Purchase Agreement; provided, further, however, that any Grantor's failure to so deliver such -------- ------- ------- property to the Agent an opinion of counsel, shall in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeno way affect the Lien granted thereon as herein provided.

Delivery of Pledged Collateral. All Pledged Collateral (a) All other than “Excepted Instruments” as defined in Section 4.06 of the Security Agreement and any certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, in Immaterial First Tier Foreign Subsidiaries) shall immediately upon receipt thereof by Pledgor be delivered Delivered to and held by or on behalf of the Collateral Agent pursuant hereto; provided that any certificates, agreements or instruments evidencing Pledged Collateral in the first-tier Foreign Subsidiaries set forth on Schedule 4.01(a) shall not be required to be delivered on the Closing Date, but rather shall be delivered to the Collateral Agent within the time periods specified in Schedule 4.01(a); provided, further, that so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Pledged Collateral (unless otherwise provided in Section 2.05(b) of the Security Agreement) (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the Collateral Agent shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Pledged Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document). All Pledged Collateral shall be in suitable form for transfer by delivery or Delivered hereunder shall be accompanied by duly executed instruments of any required transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agenttax stamps. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, The Collateral Agent shall have the right at any time upon the occurrence and during the continuance of an Event of Default, and upon notice to exchange certificates representing any Loan Party, to cause any or evidencing all of the Pledged Collateral for certificates to be transferred of smaller or larger denominations. (b) If record into the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register name of the issuer, execute Collateral Agent or its nominee. Each Loan Party will promptly give the Collateral Agent copies of any customary stock pledge forms material notices or other documents necessary or appropriate material communications received by it with respect to complete Pledged Collateral registered in the pledge name of such Loan Party, and give the Collateral Agent will promptly give each Loan Party copies of any material notices and material communications received by the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion with respect to Pledged Collateral registered in the name of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledgeAgent or its nominee or custodian.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (aor, if applicable, concurrently with its execution and delivery of a Supplement) All certificates, agreements will deliver to the Lender all certificates or instruments other documents representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by of such Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably each case satisfactory to the Lender, all of which shall remain in the custody of the Lender or its nominee. If the constating documents of any Issuer restrict the transfer of the securities of such Issuer, then the applicable Pledgor will also deliver to the Lender a certified copy of a resolution of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral Agentby the Lender or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral Agent shall have the rightthat is in registrable form may, at any time upon the occurrence option of an Event of Default and without notice to Pledgorthe Lender, to endorse, assign or otherwise transfer to or to register be registered in the name of Lender or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required by the Lender, all such instruments, documents and agreements as the Lenders in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral Agent of such Pledgor from such Pledgor to the Lender or any of its nominees any or all a nominee of the Pledged CollateralLender. In addition, Collateral Agent the Lender shall have the right at any time to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. (b) . If the issuer Lender so requests, any endorsement on any certificate representing any of the Pledged Shares is incorporated in Collateral will also be guaranteed by a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, Canadian or United States bank or other financial institution acceptable to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeLender.

Delivery of Pledged Collateral. Each Grantor hereby agrees to deliver promptly (aand in any case within five (5) All Business Days following its acquisition thereof) to the Administrative Agent, the certificates, agreements or instruments and other writings representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All any Pledged Collateral (other than Instruments subject to subsection (c) below), which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral Agent (other than Instruments subject to subsection (c) below) after the date hereof, such Grantor shall have accept the rightforegoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address in New York and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Notwithstanding the foregoing, if any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller is pledged or larger denominations. shall be pledged under a foreign law Security Document, each Grantor shall deliver such Pledged Collateral in accordance with the terms and procedures contained therein. Notwithstanding the foregoing, no action by the Grantors shall be required by this subsection (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates with respect to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge any Equity Interests marked with an asterisk on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeSchedule 3.

Delivery of Pledged Collateral. Within thirty (a30) All certificatesdays ------------------------------ after the end of each calendar quarter, agreements the Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged CollateralCollateral acquired by the Grantor during such calendar quarter, to the extent not previously delivered to and such Pledged Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral the Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to Collateral the Agent. Collateral Agent shall have the rightIf, at during any time upon the occurrence of an Event of Default and without notice to Pledgorsuch calendar quarter, to endorse(a) any stock dividend, assign reclassification, readjustment or otherwise transfer to other change is declared or to register made in the name capital structure of Collateral Agent any of the Subsidiaries which have issued Pledged Stock, or any of its nominees option included within the Pledged Collateral is exercised, or both, or (b) any subscription warrant(s) or all of any other right(s) or option(s) shall be issued in connection with the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallall new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be delivered to the extent permitted Agent within thirty (30) days after the end of such calendar quarter and shall be held by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof of this Agreement and provide shall constitute Pledged Collateral hereunder; provided, however, that nothing -------- ------- contained in this Section 4 shall be deemed to Collateral permit any stock dividend, --------- issuance of additional stock, warrants, rights or options, reclassification, readjustment or other change in the capital structure of any of the Obligors which is not expressly permitted in the Note Purchase Agreement; provided, -------- further, however, that the Grantor's failure to so deliver such property to the ------- ------- Agent an opinion of counsel, shall in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeno way affect the Lien granted thereon as herein provided.

Delivery of Pledged Collateral. (a) All certificatesExcept as set forth in Section 4.1(f) of the Loan Agreement, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, each Certificate shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral Lender and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent Lender. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, a notice in the form set forth in Exhibit A-1 attached hereto (the “Pledge Notice”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Lender a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the “Issuer Acknowledgment”), duly executed by the relevant Pledged Entity. (c) Lender shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral Agent of, Lender or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (bd) If Each Grantor acknowledges and agrees that (i) each Limited Liability Company Interest or Partnership Interest Controlled by such Grantor and pledged hereunder that is represented by a certificate shall be a “security” within the issuer meaning of Pledged Shares Article 8 of the Uniform Commercial Code and shall be governed by Division 8 of the Uniform Commercial Code and (ii) each such interest shall at all times hereafter be represented only by a certificate. (e) Each Grantor further acknowledges and agrees that (i) each Limited Liability Company Interest or Partnership Interest Controlled by such Grantor and pledged hereunder that is incorporated in not represented by a jurisdiction which does certificate shall not permit be a “security” within the use meaning of certificates Division 8 of the Uniform Commercial Code and (ii) such Grantor shall at no time elect to evidence equity ownershiptreat any such interest as a “security” within the meaning of Division 8 of the Uniform Commercial Code or issue any certificate representing such interest, then Pledgor shall, unless such Grantor provides prior written notification to Lender of such election and immediately pledges any such certificate to Lender pursuant to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgehereof.

Delivery of Pledged Collateral. Subject to Section 8.17(e) of the Credit Agreement, each Grantor hereby agrees to deliver promptly (aand in any case, no later than the next Quarterly Reporting Date following its acquisition thereof or such longer period as the Administrative Agent may agree) All certificatesto the Administrative Agent, agreements or the certificates and instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All any Pledged Collateral issued by any Subsidiary or by any other Person with a value in excess of $500,000 (other than Instruments subject to subsection (c) below), which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any certificates or instruments representing Pledged Collateral with a value in excess of $500,000 (other than Instruments subject to subsection (c) below) after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall promptly (and in any case, no later than the next Quarterly Reporting Date following its acquisition thereof or such longer period as the Administrative Agent shall have may agree in its sole discretion) deliver the rightsame forthwith to or for the account of the Administrative Agent, at the address designated by the Administrative Agent and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Notwithstanding the foregoing, if any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller is pledged or larger denominations. (b) If the issuer of Pledged Shares is incorporated in shall be pledged under a jurisdiction which does not permit the use of certificates to evidence equity ownershipnon-U.S. law Security Document, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer each Grantor shall deliver such Pledged Shares under Collateral in accordance with the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeprocedures contained therein.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral Agent, and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral . (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in EXHIBIT A-1 attached hereto (the "PLEDGE NOTICE") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in EXHIBIT A-2 attached hereto (the "ISSUER ACKNOWLEDGMENT"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, at any time upon during the occurrence existence of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral of, Agent or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments certificates representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, Equity Interests shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent Lender pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or hereto and shall be accompanied by (i) duly executed instruments of transfer or assignment in blank; and (ii) irrevocable proxies granted to Lender with respect to the voting rights of such Pledged Equity, all in form and substance reasonably satisfactory to Lender. Pledgor hereby authorizes the Issuer upon demand by Xxxxxx to deliver any certificates, instruments or other distributions issued in connection with the Pledged Collateral Agentdirectly to Lender, in each case to be held by Lender, subject to the terms hereof. Collateral Agent Lender shall have the right, at any time upon following the occurrence and during the continuance of an Event of Default Default, in its discretion and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent Lender or any of its nominees any or all of the Pledged CollateralEquity. In addition, Collateral Agent Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Equity for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares , or if such Issuer is incorporated in a jurisdiction which does not permit the use directly or indirectly controlled by Pledgor, to request such exchange of certificates to evidence equity ownership, then or instruments. If any Pledged Equity Interests are beneficially owned by Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms through a securities or other documents necessary or appropriate to complete similar account, Pledgor shall deliver duly executed control agreements for the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion benefit of counselLender with respect thereto, all in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.Lender. All promissory notes or other Instruments evidencing the Pledged Indebtedness shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be accompanied by (i) duly executed instruments of transfer or assignment in blank and

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Trustee, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Trustee pursuant hereto. All Pledged Collateral 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 Collateral Agentthe Trustee. Collateral Agent The Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Trustee shall have the right at any time upon the occurrence and during the continuance of an Event of Default to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the applicable Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent the Trustee an opinion Opinion of counselCounsel, in form and substance reasonably satisfactory to Collateral Agentthe Trustee, confirming such pledge. Any such Opinion of Counsel confirming the pledge shall be updated on an annual basis.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing For the better perfection of the Agent's rights in and to the Pledged Collateral, to the extent not previously delivered to Collateral AgentPledgor shall forthwith, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf the pledge of Collateral Agent pursuant hereto. All any Pledged Collateral shall hereunder, cause such Pledged Collateral (other than any Class A Preferred Stock) to 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register registered in the name of Collateral Agent such nominee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent as the Agent shall have direct, subject only to the right at revocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to the extent permissible, to transfer to the account of the Agent any time Pledged Collateral (other than any Class A Preferred Stock) whether in the possession of, or registered in the name of, The Depository Trust Company (the "DTC") or other clearing corporation or held otherwise; (ii) to transfer to the account of the Agent with any Federal Reserve Bank any Pledged Collateral held in book entry form with any such Federal Reserve Bank; and (iii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If . To the issuer of extent that the Pledged Shares is incorporated Collateral has not already been transferred to the Agent in a jurisdiction which does not permit manner sufficient to perfect the use of certificates Agent's security interest therein, the Pledgor shall promptly deliver or cause to evidence equity ownership, then Pledgor shall, be delivered to the extent permitted by applicable lawAgent all certificates or instruments evidencing the Pledged Collateral, record such pledge on the together with duly executed stock register of the issuer, execute any customary stock pledge forms powers or other documents necessary appropriate endorsements. With respect to any Pledged Collateral in the possession of or appropriate registered in the name of a custodian bank or nominee therefor, the Pledgor agrees to complete cause such custodian bank or nominee either to enter into an agreement with the pledge and give Collateral Agent satisfactory to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to content confirming that the Pledged Collateral is held for the account of the Agent, confirming or at the discretion of the Agent and subject to the written instructions of the Agent, deliver any such Pledged Collateral to the Agent and/or cause any such Pledged Collateral to be put in bearer form, registered in the name of the Agent or its nominee, or transferred to the account of the Agent with any Federal Reserve Bank, the DTC, or other clearing corporation. With respect to any Pledged Collateral held in an account maintained by the Agent as financial intermediary, the Pledgor hereby gives notice to the Agent of the Agent's security interest in such Pledged Collateral. In addition, the Pledgor agrees that in the event that any Pledged Collateral is held by the Agent in a fiduciary capacity for or on behalf of the Pledgor as the beneficial owner thereof, any agreements executed by the Pledgor in connection therewith are hereby amended to authorize and direct the pledge, hypothecation and/or transfer of such Pledged Collateral to the Agent as secured party by the Agent as fiduciary in accordance with the terms, covenants and conditions of this Agreement. The rights granted to the Agent pursuant to this Agreement are in addition to the rights granted to the Agent pursuant to any such agreements. In case of conflict between the provisions of this Agreement and those of any other such agreement, the provisions hereof shall prevail. 3. To the extent required to effect a pledge to the Agent, the Agent as fiduciary hereby pledges, transfers and grants a security interest in the Pledged Collateral to the Agent as secured party.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Pledgee, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent the Pledgee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agentthe Pledgee. Collateral Agent The Pledgee shall have the right, at any time upon after the occurrence and during the continuance of an Event of Default and without notice to the Pledgor, (i) to endorse, assign or otherwise transfer to transfer, or to register in the name of Collateral Agent the Pledgee or any of its nominees nominees, any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time and (ii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If any entity in which the issuer of Pledged Shares Pledgor acquires capital stock after the date hereof is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent contemplated by this Agreement (including the right of the Pledgee to transfer such Pledged Shares under the terms hereof hereof) and shall provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentthe Pledgee, confirming the validity, perfection and priority of such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates and other instruments at any time owned or instruments acquired by the Pledgor representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, Shares shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default (as defined herein), the Collateral Agent shall have the right, at any time upon written instructions from the occurrence of an Event of Default Old Note Trustee or the New Note Trustee and without notice to the Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) If there shall occur a change in applicable law or regulations regarding (i) the issuer of steps necessary to obtain and maintain a perfected security interest in any Pledged Shares is incorporated Collateral or (ii) the ability to obtain a security interest directly in a jurisdiction which does not permit any license granted by the use of certificates to evidence equity ownership, then Pledgor shall, Federal Communications Commission or Governmental Body succeeding to the extent permitted by applicable lawfunctions thereof (the "FCC"), record such pledge on or if there is Pledged Collateral for which the stock register of foregoing procedures are not effective to perfect a security interest, the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete Pledgor will immediately upon its becoming aware thereof so notify the pledge and give Collateral Agent and will deliver to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Opinion of counselCounsel setting forth the steps necessary for the Collateral Agent to obtain and maintain such a perfected security interest in the Pledged Collateral affected by such change or for which the foregoing procedures are not effective to perfect a security interest, in form and substance reasonably satisfactory to the Pledgor and the Collateral Agent, confirming instead of (or in addition to) the actions specified in this Section 3, shall take such pledgeother action, as specified in such Opinion of Counsel, as will create and maintain such perfected security interest. (c) Upon the execution and delivery of this Agreement, the Pledgor will file proper financing statements or amendments thereto with the appropriate office or offices under the Uniform Commercial Code in the State of New York, covering the Pledged Collateral described in this Agreement and, thereafter, such renewals, amendments or continuations thereof or such additional financing statements in such additional offices in such jurisdictions or in the appropriate filing offices in such additional jurisdictions as shall be required from time to time under the UCC in order to perfect and to continue the perfection of the security interest in the Pledged Collateral.

Delivery of Pledged Collateral. (a) All Each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, agreements or instruments and other writings representing or evidencing the any Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral Agent after the date hereof, such Grantor shall have accept the rightforegoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall immediately deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at any time upon the occurrence address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of an transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and without notice to Pledgorbe continuing, to endorse, assign or otherwise transfer to or to register (i) each Grantor may retain for collection in the name ordinary course any Instruments received by such Grantor in the ordinary course of Collateral business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments and/or Pledged Debt pledged by such Grantor available to the payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time such arrangement to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallbe effected, to the extent permitted by required under applicable lawlaw to continue perfected the Administrative Agent’s security interest hereunder in such Instruments or Pledged Debt, record against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 individually and $5,000,000 in the aggregate for all such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counselInstruments or, in form the case of any such additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $1,000,000 individually and substance reasonably satisfactory to Collateral Agent$5,000,000 in the aggregate for all such Instruments, confirming as determined by such pledgeGrantor in good faith.

Delivery of Pledged Collateral. (a) All certificates, agreements or certificates and all promissory notes and instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent Agent, for itself and the benefit of Lenders, pursuant hereto. All Subject to the immediately following sentence, all Pledged Collateral shall be in suitable form for transfer by delivery or Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent, an irrevocable proxy substantially in the form of Schedule II hereto and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor. Collateral Agent All Pledged Shares of Baldxxx Xxxada shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register forthwith be registered in the name of Collateral Agent or, at Agent's option, its nominee, in order to further perfect Agent's security interest therein, and be delivered to and remain in the custody of Agent or, at Agent's option, its nominee. Pledgor hereby directs Baldxxx Xxxada to, and Baldxxx Xxxada agrees that it shall, forthwith upon the issuance of any Pledged Shares, record on its share register the Pledged Shares of Baldxxx Xxxada in the name of Agent or any its nominee in order to further perfect the security interest of its nominees Agent in the Pledged Shares and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Collateralsuch Stock. In addition, Collateral Baldxxx Xxxada shall promptly deliver to Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in following such recordation a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register photocopy of the issuer, execute any customary stock pledge forms applicable share register evidencing such recordation certified by the Secretary or other documents necessary or appropriate Assistant Secretary of Baldxxx Xxxada to be a complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgephotocopy thereof.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements within two (2) business days following (i) the Closing Date (with respect to Certificates existing on the Closing Date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral the Agent, and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Agent. Collateral . (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the “Pledge Notice”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to the Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the “Issuer Acknowledgment”), duly executed by the relevant Pledged Entity. (c) The Agent shall have the right, at any time upon during the occurrence existence of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral of, the Agent or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent the Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Subject to subsection (am) All and subsection (o), each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, agreements or instruments and other writings representing or evidencing the any Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. Subject to subsection (m) and subsection (o), if any Grantor shall become entitled to receive or shall receive any Pledged Collateral Agent after the date hereof, such Grantor shall have accept the rightforegoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at any time upon the occurrence address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of an transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and without notice to Pledgorbe continuing, to endorse, assign or otherwise transfer to or to register (i) each Grantor may retain for collection in the name ordinary course any Instruments received by such Grantor in the ordinary course of Collateral business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time such arrangement to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallbe effected, to the extent permitted by required under applicable lawlaw to continue perfected the Administrative Agent’s security interest hereunder in such Instruments, record such pledge on the stock register against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Instruments with a face value of counselless than $1,000,000 or, in form and substance reasonably satisfactory to the case of any such additional Pledged Collateral Agentwith no face value, confirming then such pledgeadditional Pledged Collateral with a fair market value of less than $1,000,000, as determined by such Grantor in good faith.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing For the better perfection of the Agent's rights in and to the Pledged Collateral, to the extent not previously delivered to Collateral AgentPledgor shall forthwith, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf the pledge of Collateral Agent pursuant hereto. All any Pledged Collateral shall hereunder, cause such Pledged Collateral (other than any Class A Preferred Stock) to 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register registered in the name of Collateral Agent such nominee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent as the Agent shall have direct, subject only to the right at revocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to transfer to the account of the Agent any time Pledged Collateral whether in the possession of, or registered in the name of, The Depository Trust Company (the "DTC") or other clearing corporation or held otherwise; (ii) to transfer to the account of the Agent with any Federal Reserve Bank any Pledged Collateral held in book entry form with any such Federal Reserve Bank; and (iii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If . To the issuer of extent that the Pledged Shares is incorporated Collateral has not already been transferred to the Agent in a jurisdiction which does not permit manner sufficient to perfect the use of certificates Agent's security interest therein, the Pledgor shall promptly deliver or cause to evidence equity ownership, then Pledgor shall, be delivered to the extent permitted by applicable lawAgent all certificates or instruments evidencing the Pledged Collateral, record such pledge on the together with duly executed stock register of the issuer, execute any customary stock pledge forms powers or other documents necessary appropriate endorsements. With respect to any Pledged Collateral in the possession of or appropriate registered in the name of a custodian bank or nominee therefor, the Pledgor agrees to complete cause such custodian bank or nominee either to enter into an agreement with the pledge and give Collateral Agent satisfactory to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to content confirming that the Pledged Collateral is held for the account of the Agent, confirming or at the discretion of the Agent and subject to the written instructions of the Agent, deliver any such Pledged Collateral to the Agent and/or cause any such Pledged Collateral to be put in bearer form, registered in the name of the Agent or its nominee, or transferred to the account of the Agent with any Federal Reserve Bank, the DTC, or other clearing corporation. With respect to any Pledged Collateral held in an account maintained by the Agent as financial intermediary, the Pledgor hereby gives notice to the Agent of the Agent's security interest in such Pledged Collateral. In addition, the Pledgor agrees that in the event that any Pledged Collateral is held by the Agent in a fiduciary capacity for or on behalf of the Pledgor as the beneficial owner thereof, any agreements executed by the Pledgor in connection therewith are hereby amended to authorize and direct the pledge, hypothecation and/or transfer of such Pledged Collateral to the Agent as secured party by the Agent as fiduciary in accordance with the terms, covenants and conditions of this Agreement. The rights granted to the Agent pursuant to this Agreement are in addition to the rights granted to the Agent pursuant to any such agreements. In case of conflict between the provisions of this Agreement and those of any other such agreement, the provisions hereof shall prevail. To the extent required to effect a pledge to the Agent, the Agent as fiduciary hereby pledges, transfers and grants a security interest in the Pledged Collateral to the Agent as secured party.

Delivery of Pledged Collateral. (a) All certificates, agreements agreements, notes or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by any Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant heretohereto except that stock certificates or other evidence of Pledged Collateral relating to corporations incorporated outside of the United States may be held by foreign counsel under an escrow arrangement satisfactory to Agent. All Pledged Collateral 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of any Pledged Shares Securities is incorporated organized in a jurisdiction which does not permit the use of certificates to evidence equity or partnership ownership, as the case may be, or if any of the Pledged Securities are not evidenced by certificates of ownership or other evidence of partnership interests, as the case may be, then the Pledgor that pledged such Pledged Securities shall, to the extent permitted by applicable law, record such pledge on the stock register or books of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares Securities under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates and other instruments at any time owned or instruments acquired by the Pledgor representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, Shares shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default (as defined herein), the Collateral Agent shall have the right, at any time upon written instructions from the occurrence of an Event of Default Trustee and without notice to the Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) If there shall occur a change in applicable law or regulations regarding (i) the issuer of steps necessary to obtain and maintain a perfected security interest in any Pledged Shares is incorporated Collateral or (ii) the ability to obtain a security interest directly in a jurisdiction which does not permit any license granted by the use of certificates to evidence equity ownership, then Pledgor shall, Federal Communications Commission or Governmental Body succeeding to the extent permitted by applicable lawfunctions thereof (the "FCC"), record such pledge on or if there is Pledged Collateral for which the stock register of foregoing procedures are not effective to perfect a security interest, the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete Pledgor will immediately upon its becoming aware thereof so notify the pledge and give Collateral Agent and will deliver to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Opinion of counselCounsel setting forth the steps necessary for the Collateral Agent to obtain and maintain such a perfected security interest in the Pledged Collateral affected by such change or for which the foregoing procedures are not effective to perfect a security interest, in form and substance reasonably satisfactory to the Collateral Agent, confirming instead of the actions specified in this Section 3, shall take such pledgeother action, as specified in such Opinion of Counsel, as will create and maintain such perfected security interest. (c) Upon the execution and delivery of this Agreement, the Pledgor will file proper financing statements with the appropriate office or offices under the Uniform Commercial Code in the State of New York, covering the Pledged Collateral described in this Agreement and, thereafter, such renewals, amendments or continuations thereof or such additional financing statements in such additional offices in such jurisdictions or in the appropriate filing offices in such additional jurisdictions as shall be required from time to time under the UCC in order to perfect and to continue the perfection of the security interest in the Pledged Collateral.

Delivery of Pledged Collateral. (a) All certificates, agreements The Pledgor agrees promptly to deliver or instruments representing or evidencing the Pledged Collateral, cause to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all benefit of the Secured Parties, any and all Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsSecurities. (b) If Upon delivery to the issuer Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraph (a) of this Section 2.02 shall be accompanied by stock powers, duly executed in blank or other instruments of transfer to the Collateral Agent and (ii) all other property comprising part of the Pledged Shares is incorporated in a jurisdiction which does not permit Collateral delivered pursuant to the use terms of certificates to evidence equity ownership, then Pledgor shall, this Agreement shall be accompanied to the extent permitted necessary to perfect the security interest in or allow realization on the Pledged Collateral by applicable lawproper instruments of assignment duly executed by the Pledgor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, record which schedule shall be attached hereto as Schedule I (or a supplement to Schedule I, as applicable) and made a part hereof; provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge on of such Pledged Collateral. Each schedule so delivered shall be deemed to supplement any prior schedules so delivered. (c) Notwithstanding anything to the stock register contrary in any Notes Document, the Pledgor will not be required (nor, for the avoidance of doubt, will MYT Holdco or the Collateral Agent be required): (i) to take, or cause to be taken, any actions to perfect the Security Interest by any means other than (to the extent reasonably applicable) (A) filings pursuant to the Uniform Commercial Code in the office of the issuer, execute Secretary of State (or equivalent filing office) of the relevant State(s) of the respective jurisdictions of organization of Pledgor; (B) delivery of Collateral consisting of certificated Common Stock included in the Collateral or (C) as provided in Section 2.07; or (ii) take any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares action under the terms hereof laws of any jurisdiction other than the United States (or any political subdivision thereof) and provide to its territories and possessions for the purpose of perfecting the security interest in any Pledged Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgePledgor.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agent. Subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, assignment or other transfer made pursuant to the preceding sentence. In addition, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge. (c) Notwithstanding any provision of this Section 4 to the contrary, if the exercise of any rights provided in this Section 4 or Section 10 relates to the ownership or control of any radio, television or other license, permit, certificate or approval granted or issued by the FCC or any other Governmental Authority (including, without limitation, any multichannel or single channel multipoint distribution 227 service, local multipoint distribution service, operational-fixed microwave service, cable television relay service station, business radio, instructional television fixed service, earth station or experimental licenses or permits issued by the FCC) (each, a "Governmental License") held by the Pledgor or a subsidiary of the Pledgor and it may be necessary to obtain the consent or approval of the FCC prior to the exercise of such rights, the provisions of Section 29 of this Agreement shall apply.

Delivery of Pledged Collateral. Subject to the terms of the Intercreditor Agreement, each Grantor will deliver to the Collateral Agent (aor its non-fiduciary agent or designee) All certificatesupon execution of this Security Agreement all certificates or instruments, agreements or instruments if any, representing or evidencing the Pledged CollateralCollateral (other than checks received in the ordinary course of business), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by together with duly executed instruments of transfer or assignment assignments in blank; provided, all in form that to the extent any Collateral (other than (i) any Collateral to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code and substance reasonably satisfactory (ii) domestic intellectual property that may be perfected through the filing of a “short-form” intellectual property agreement with the USPTO and/or U.S. Copyright Office) is not or cannot be provided on the Issue Date, after the use of commercially reasonable efforts by such Grantor to do so or without undue burden or expense, the delivery or provision of such Collateral Agent. shall not constitute a condition precedent to the Issue Date, but will instead be required to be delivered, provided and/or perfected pursuant to arrangements to be mutually agreed by the Collateral Agent shall have and the rightGrantors, in each case, within sixty (60) days (or such longer period as the Collateral Agent may reasonably agree) after the Issue Date. If at any time upon after the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign Issue Date (i) any Grantor shall hold or otherwise transfer to or to register acquire any other Pledged Collateral (other than checks received in the name ordinary course of business) or (ii) any Equity Interest which is included within the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated any such Equity Interest shall take any action to have such interests treated as a Security, then, in a jurisdiction which does not permit each case, the use of certificates to evidence equity ownership, then Pledgor applicable Grantor shall, thirty (30) days after the date of delivery of each report referred to in Sections 4.06(a)(1) and 4.06(a)(2) of the Indenture, for all such Pledged Collateral held or acquired prior to or during the fiscal quarter for the applicable report (or such later date as the Collateral Agent may reasonably agree), such Grantor shall, submit to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent a supplement to Schedule I hereto to reflect such additional Pledged Collateral (provided any Grantor’s failure to do so shall not impair the right Collateral Agent’s security interest therein) and deliver to transfer the Collateral Agent all certificates or instruments, if any, representing such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Collateral, together with duly executed instruments of counsel, transfer or assignments in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeblank.

Delivery of Pledged Collateral. (aExcept with respect to Investment Property for which a Securities Account Control Agreement has been executed in accordance with Section 3(g) All hereof, each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, agreements or instruments and other writings representing or evidencing the any Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any such Pledged Collateral Agent after the date hereof, such Grantor shall have accept the rightforegoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall immediately deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at any time upon the occurrence address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of an transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and without notice to Pledgorbe continuing, to endorse, assign or otherwise transfer to or to register (i) each Grantor may retain for collection in the name ordinary course any Instruments received by such Grantor in the ordinary course of Collateral business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments and/or Pledged Debt pledged by such Grantor available to the payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time such arrangement to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallbe effected, to the extent permitted by required under applicable lawlaw to continue perfected the Administrative Agent’s security interest hereunder in such Instruments or Pledged Debt , record against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 individually and $5,000,000 in the aggregate for all such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counselInstruments or, in form the case of any such additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $1,000,000 individually and substance reasonably satisfactory to Collateral Agent$5,000,000 in the aggregate for all such Instruments, confirming as determined by such pledgeGrantor in good faith.

Delivery of Pledged Collateral. (a) All certificatesEach Certificate shall, agreements on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged CollateralClosing Date), to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral Lender and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent Lender. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect to such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Intersest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Lender a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Subject to receipt of any and all necessary prior approvals required under the Communications Act and the FCC Rules, Lender shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral Agent of, Lender or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All Each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, agreements or instruments and other writings representing or evidencing the any Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral which shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral Agent after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and, upon request of the Administrative Agent, shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the rightordinary course any Instruments received by such Grantor in the ordinary course of business, at and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any time upon other Instruments pledged by such Grantor available to the occurrence payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments, against trust receipt or like document), and (ii) unless an Event of Default shall have occurred and without notice to Pledgorbe continuing, to endorseeach Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $250,000 or, assign or otherwise transfer to or to register in the name case of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing such additional Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownershipwith no face value, then Pledgor shallsuch additional Pledged Collateral with a fair market value of less than $250,000, to as determined by such Grantor in good faith, as long as the extent permitted aggregate amount of any such Instruments so retained by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeGrantors shall not exceed $1,000,000.

Delivery of Pledged Collateral. (a) All certificates, agreements With respect to each Certificate on (i) the Closing Date and (ii) the day on which such Certificate shall be received or instruments representing acquired by a Grantor (with respect to any Certificate received or evidencing acquired after the Pledged Collateral, to the extent Closing Date that is not previously delivered to Collateral AgentSenior Lender), shall immediately upon receipt thereof by Pledgor be and (iii) the day on which any such Certificate is delivered to and held Senior Lender, Grantor shall deliver to Bank a letter, countersigned by or on behalf Senior Lender, in the form set forth in Exhibit A-1A attached hereto (the "Pledge Letter") or, if Senior Lender does not have possession of Collateral Agent pursuant hereto. All Pledged Collateral such Certificates, Grantor shall be in suitable form for transfer by delivery or shall be deliver to Bank the Certificates, accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent Bank. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect to such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Bank a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Subject to receipt of any and all necessary prior approvals required under the Communications Act and the FCC Rules, Bank shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany of the Grantors, in connection with a commercially reasonable foreclosure sale, to endorsetransfer to, assign or otherwise transfer to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral Agent of, Bank or any of its nominees any or all of the Pledged CollateralSecurities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Collateral Agent Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Securities for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Pursuant to the terms hereof, the Company has endorsed, assigned and delivered to the Agent (af2 benefit of the Secured Parties) all negotiable and non-negotiable instruments (including, without limitation, the Pledge Collateral and any other certificated securities) and chattel paper, if any, included in the Collateral pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank. All certificatesnegotiable or non-negotiable instruments (including, agreements or instruments representing or evidencing without limitation, the Pledged Collateral, Collateral and any other certificated securities) or chattel paper constituting Collateral and hereafter acquired by the Company shall be promptly delivered to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf Agent (for the benefit of Collateral Agent the Secured Parties) pursuant hereto. All Pledged Collateral , shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment assignments in blank, and accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to Collateral the Agent. Collateral To the extent that any securities are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in the case of uncertificated securities hereafter acquired by the Company, will at the time of such acquisition be, duly made for the account of the Agent shall have or one or more nominees of the rightSecured Parties, with the issuer of such securities or other appropriate book-entry facility or financial intermediary with the Agent having at any time upon all times the occurrence of an Event of Default and without notice right to Pledgor, to endorse, assign obtain definitive certificates (in the Agent's name or otherwise transfer to or to register in the name of one or more of its nominees) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder. The Company hereby acknowledges that the Agent and/or the Secured Parties may, in its/their discretion, appoint one or more financial institutions to act as the agent for the Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.the

Delivery of Pledged Collateral. (a) All certificates, agreements certificates and other instruments at any time owned or instruments acquired by the Pledgor representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, Shares shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default (as defined herein), the Collateral Agent shall have the right, at upon written instructions from any time upon the occurrence of an Event of Default Agent and without notice to the Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) If there shall occur a change in applicable law or regulations regarding (i) the issuer of steps necessary to obtain and maintain a perfected security interest in any Pledged Shares is incorporated Collateral or (ii) the ability to obtain a security interest directly in a jurisdiction which does not permit any license granted by the use of certificates to evidence equity ownership, then Pledgor shall, Federal Communications Commission or Governmental Body succeeding to the extent permitted by applicable lawfunctions thereof (the "FCC"), record such pledge on or if there is Pledged Collateral for which the stock register of foregoing procedures are not effective to perfect a security interest, the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete Pledgor will immediately upon its becoming aware thereof so notify the pledge and give Collateral Agent and will deliver to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Opinion of counselCounsel setting forth the steps necessary for the Collateral Agent to obtain and maintain such a perfected security interest in the Pledged Collateral affected by such change or for which the foregoing procedures are not effective to perfect a security interest, in form and substance reasonably satisfactory to the Pledgor and the Collateral Agent, confirming instead of (or in addition to) the actions specified in this Section 3, shall take such pledgeother action, as specified in such Opinion of Counsel, as will create and maintain such perfected security interest. (c) Upon the execution and delivery of this Agreement, the Pledgor will file proper financing statements or amendments thereto with the appropriate office or offices under the Uniform Commercial Code in the State of New York, covering the Pledged Collateral described in this Agreement and, thereafter, such renewals, amendments or continuations thereof or such additional financing statements in such additional offices in such jurisdictions or in the appropriate filing offices in such additional jurisdictions as shall be required from time to time under the UCC in order to perfect and to continue the perfection of the security interest in the Pledged Collateral.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing rep- resenting or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by any Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral 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 Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of any Pledged Shares Securities is incorporated organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, or if any of the Pledged Securites are not evidenced by certificates of ownership, then the Pledgor that pledged such Pledged Securities shall, to the extent permitted by applicable law, record such pledge on the stock register or books of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares Securities under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral AgentTrustee, shall immediately upon receipt thereof by each Pledgor be delivered to and held by or on behalf of Collateral Agent Trustee pursuant hereto. All Pledged Collateral 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 Collateral AgentTrustee. Collateral Agent Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent Trustee shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the applicable Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent Trustee an opinion Opinion of counselCounsel, in form and substance reasonably satisfactory to Collateral AgentTrustee, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably ___________________________________________ Footnote continued from previous page. 338 ___________________________________________ satisfactory to Collateral Agent. Subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, assignment or other transfer made pursuant to the preceding sentence. In addition, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) . If the an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge. Notwithstanding any provision of this Section 4 to the contrary, if the exercise of any rights provided in this Section 4 or Section 10 relates to the ownership or control of any radio, television or other license, permit, certificate or approval granted or issued by the FCC or any other Governmental Authority (including, without limitation, any multichannel or single channel multipoint distribution service, local multipoint distribution service, operational-fixed microwave service, cable television relay service station, business radio, instructional television fixed service, earth station or experimental licenses or permits issued by the FCC) (each, a "Governmental License") held by the Pledgor or a subsidiary of the Pledgor and it may be necessary to obtain the consent or approval of the FCC prior to the exercise of such rights, the provisions of Section 29 of this Agreement shall apply. Supplements, Further Assurances. ___________________________________________ Footnote continued from previous page. 339 ___________________________________________ The Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, the Pledgor shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. The Pledgor shall, upon obtaining any Pledged Shares of any Person promptly (and in any event within three Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Exhibit 1 hereto (the "Pledge Amendment"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such Pledged Collateral. The Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Delivery of Pledged Collateral. (a) All certificatescertificates or instruments, agreements or instruments if any, representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Secured Party pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery 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. (b) All certificates or instruments representing or evidencing the Pledged Collateral Agent. shall, at all times, contain a legend to the effect as follows: "THE MEMBERSHIP INTEREST REPRESENTED HEREBY IS SUBJECT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF MARCH 7, 2003 (THE "PLEDGE AGREEMENT") BETWEEN MORTGAGE INDUSTRY CONSULTANTS, LLC, AS PLEDGOR, AND TRAFFIX, INC., AS THE SECURED PARTY, AND THE MEMBERSHIP INTEREST REPRESENTED HEREBY MAY NOT BE SOLD, CONVEYED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PLEDGE AGREEMENT, COPIES OF WHICH ARE AVAILABLE FROM MONTVALE MANAGEMENT, LLC." In addition, the Secured Party shall have the right at any time, in connection with exercising its rights hereunder, to exchange certificates or instruments, if any, representing or evidencing Pledged Collateral Agent for certificates or instruments of smaller or larger denominations containing the legend set forth above. (c) The Secured Party shall have the right, at any time upon the occurrence of an Event of in its reasonable discretion, following a Pledge Default and without notice to Pledgor(as defined herein), to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Secured Party or any of its nominees any or all of the Pledged Collateral. In additionAs used herein, Collateral Agent the term "Pledge Default" shall have mean the right at occurrence of any time to exchange certificates representing default under the Promissory Note or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register under Section 6 of the issuerPurchase Agreement, execute any customary stock pledge forms or other documents necessary or appropriate which default is not remedied within twenty (20) days of Secured Party's written notice to complete the pledge and give Collateral Agent the right to transfer Pledgor of such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeoccurrence.

Delivery of Pledged Collateral. (a) All certificatesWith respect to any provision in this Agreement which requires any Grantor to deliver possession or control of any negotiable document, agreements instrument, certificated securities, promissory notes, deposit accounts, security accounts, commodity accounts, and letter of credit rights or instruments representing other Collateral requiring possession or evidencing control thereof in order to perfect the Pledged Collateralsecurity interest of the Lender therein under the Uniform Commercial Code, no such delivery or giving of control to the Lender shall be required to the extent not previously such Collateral is required to be delivered to Collateral Agentor control is required to be given to UB in accordance with the UB Credit Agreement, shall immediately upon it being understood that the UB is acting as agent and bailee for the benefit of the Lender pursuant to the terms of the Subordination Agreement. (b) Each Certificate shall, on (i) the Closing Date (with respect to Certificates existing on such date) and (ii) on the date of receipt thereof or acquisition by Pledgor any Grantor (with respect to Certificates received or acquired after the Closing Date), be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral the Lender and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent the Lender, provided that, the Grantors shall not be obligated to deliver any of the foregoing to the extent inconsistent with the Subordination Agreement. (c) With respect to each Limited Liability Company Interest, on (i) the Closing Date (with respect to Limited Liability Company Interests existing on such date) and (ii) the date of acquisition by any Grantor (with respect to Limited Liability Company Interests acquired after the Closing Date) of any Limited Liability Company Interest, a notice substantially in the form set forth in Schedule G (the “Limited Liability Company Notice”) shall be appropriately completed and delivered to each Pledged Entity, notifying each Pledged Entity of the existence of this Agreement and such Grantor shall have received and delivered to the Lender a copy of such Limited Liability Company Notice, along with an acknowledgment in the form set forth in Schedule G (the “Limited Liability Company Acknowledgment”), duly executed by the relevant Pledged Entity. (d) The Lender shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and Default, without notice to Pledgorany Grantor, to endorse, assign or otherwise transfer to or to direct each Grantor or any nominee of such Grantor to register or cause to be registered in the name of Collateral Agent the Lender or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Upon the payment in full by the Pledgor of the Pledgor's Obligations (aas defined in the Old Indenture) All certificatesunder the Old Debentures and the Old Indenture in accordance with the provisions of the Old Indenture, agreements the Pledgor shall immediately (i) deliver to the Old Trustee and the Old Collateral Agent an Officers' Certificate (as defined in the Old Indenture) in substantially the form attached hereto as Annex B certifying that all of such Obligations have been paid in full and satisfied and instructing the Old Trustee to deliver to the Old Collateral Agent a certificate (x) stating that such Obligations have been paid in full and (y) instructing the Collateral Agent to release the liens pursuant to the Old Indenture and the Old Pledge Agreement, (ii) cause the Old Collateral Agent to execute, deliver, acknowledge and file all such instruments of termination, satisfaction or release (including, without limitation, any termination statements) to evidence the release of the Liens on all Pledged Collateral under and as defined in the Old Pledge Agreement as the Collateral Agent may reasonably request and to deliver or cause to be delivered to the Collateral Agent all certificates or instruments representing or evidencing the Pledged Collateral, Collateral to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent it pursuant hereto. All Pledged Collateral 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 Collateral Agent, and (iii) obtain from the Old Collateral Agent its confirmation, in substantially the form attached hereto as Annex C, of the payment of all fees and expenses owing by the Pledgor to the Old Collateral Agent. Immediately upon receipt of the certificates representing the Pledged Shares and instruments comprising the Pledged Notes, if any, in each case accompanied by the duly executed instruments of transfer or assignment in blank, the Collateral Agent shall have execute and deliver its acknowledgment of receipt thereof in substantially the right, at any time upon the occurrence of an Event of Default and without notice form attached hereto as Annex D to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all each of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominationsaddressees thereof. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. Such Grantor shall (ai) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, deliver to the extent not previously delivered to Collateral Administrative Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all and in form and substance reasonably satisfactory to Collateral the Administrative Agent. Collateral Agent shall have , (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the rightAdministrative Agent, at any time except upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all request of the Administrative Agent) and (C) all certificates and instruments evidencing Pledged CollateralInvestment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. In additioncase any Grantor shall acquire after the Closing Date (x) any Equity Interests of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, Collateral Agent shall have in each case, not listed on Schedule 2 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownershipreflected on Schedule 2, then Pledgor shall, be subject to the extent permitted by applicable lawpledge, record assignment and security interest granted to the Administrative Agent under this Agreement and such pledge on Grantor shall promptly, and in any event no later than two (2) Business Days after the stock register date such Pledged Collateral was so acquired (i) deliver to the Administrative Agent forthwith (A) a Pledge Amendment pursuant to Section 8.5(b) reflecting such newly acquired Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the issuerAdministrative Agent), execute and (B) any customary stock pledge forms certificates and instruments evidencing such Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the Administrative Agent), accompanied by transfer powers or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer instruments of assignment duly executed by such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counselGrantor in blank, in each case, in form and substance reasonably satisfactory to Collateral Agentthe Administrative Agent and (ii) take or cause to be taken such actions, confirming execute and/or deliver or cause to be executed and/or delivered such pledgedocuments as the Administrative Agent may reasonably request pursuant to Sections 6.12 and 6.18 of the Credit Agreement.

Delivery of Pledged Collateral. Such Grantor shall, promptly but in any event within [**] after acquiring any Pledged Collateral not owned on the Closing Date: (ai) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, deliver to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all and in form and substance reasonably satisfactory to the Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default (A) all such Pledged Stock that is Pledged Certificated Stock, (B) all Pledged Debt Instruments and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or (C) all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or and instruments evidencing Pledged Investment Property; (ii) subject all Collateral for certificates of smaller or larger denominations. Accounts required to be subject to a Control Agreement pursuant to the Loan Agreement to a Control Agreement; and (biii) If cause the issuer of any such Pledged Shares Stock with is incorporated in a jurisdiction which does not permit the use of certificates Pledged Uncertificated Stock to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record execute an uncertificated stock control agreement among such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete such Grantor and the pledge and give Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counselAgent, in form and substance reasonably satisfactory to the Collateral Agent, confirming pursuant to which, inter alia, such pledgeissuer agrees to comply with the Collateral Agent’s instructions with respect to such Pledged Uncertificated Stock without further consent by such Grantor and, for the avoidance of doubt, if any such Pledged Uncertificated Stock becomes certificated, within [**] thereof deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, all such certificates, instruments or other similar documents (as defined in the Code). Notwithstanding the foregoing, the Credit Parties (x) shall have until the date that is [**] following the Tranche A Closing Date to comply with the provisions of this Section 5.2(a) with regards to Pledged Certificated Stock of the Credit Parties in existence on the Tranche A Closing Date, and (y) shall have until the date that is [**] following the Tranche A Closing Date to comply with the provisions of this Section 5.2(a) with regards to Pledged Uncertificated Stock of the Credit Parties in existence on the Tranche A Closing Date.

Delivery of Pledged Collateral. Subject to Section 4.1 and Section 4.2 of the Loan Agreement and only to the extent any such certificates or instruments exist: (a) All certificates, agreements all certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent Foothill pursuant hereto. All hereto (and, in the case of Pledged Collateral Shares issued by any Pledged Foreign Issuer, to the extent permitted by applicable foreign law) and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent Foothill; (b) during any Triggering Event, Foothill shall have the rightright to the extent permitted under any applicable law, at any time upon the occurrence of an Event of Default in its discretion and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in its name or in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent ; (c) Foothill shall have the right at any time to exchange certificates representing or evidencing any of the Pledged Collateral for certificates of smaller or larger denominations. ; and (bd) If Foothill acknowledges and agrees that, in the issuer case of Pledged Shares is incorporated in a jurisdiction issued by any Pledged Foreign Issuer, any Pledgor may deliver to Foothill one or more single certificates representing both Pledged Shares and shares which does are not pledged or required to be pledged hereunder (the "Unpledged Shares") and that, upon any Pledgor's written request, Foothill shall cooperate with such Pledgor to permit the use exchange of certificates of smaller or larger denominations and shall return to, or permit to evidence equity ownershipbe retained by, then such Pledgor shallcertificates representing any Unpledged Shares; provided, however, that (i) Foothill shall not be obligated to relinquish possession of any certificates representing (either in whole or in part) Pledged Shares if in the extent permitted by applicable law, record reasonable opinion of Foothill such pledge on action would cause the stock register Lien of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate Foothill with respect to complete the pledge and give Collateral Agent the right to transfer such Pledged Shares under to cease to be perfected, and (ii) in no event shall such Pledgor be entitled to the terms hereof and provide to Collateral Agent an opinion return of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgecertificates representing more than the Excluded Foreign Portion of any Pledged Foreign Issuer.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agent. Subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, assignment or other transfer made pursuant to the preceding sentence. In addition, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) . If the an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to 200 transfer such the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge. Notwithstanding any provision of this Section 4 to the contrary, if the exercise of any rights provided in this Section 4 or Section 10 relates to the ownership or control of any radio, television or other license, permit, certificate or approval granted or issued by the FCC or any other Governmental Authority (including, without limitation, any multichannel or single channel multipoint distribution service, local multipoint distribution service, operational- fixed microwave service, cable television relay service station, business radio, instructional television fixed service, earth station or experimental licenses or permits issued by the FCC) (each, a "Governmental License") held by the Pledgor or a subsidiary of the Pledgor and it may be necessary to obtain the consent or approval of the FCC prior to the exercise of such rights, the provisions of Section 29 of this Agreement shall apply.