Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates or other documents representing or evidencing the Pledged Collateral of such Pledgor in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, in 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 by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative Agent, be registered in the name of 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 any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In addition, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative Agent.

Delivery of Pledged Collateral. Each of Promptly upon its receipt thereof, the Pledgors, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will Grantor shall deliver to the Administrative Agent Collateral Agent, for the benefit of the Holders, all certificates or other documents instruments representing or evidencing the Pledged Collateral acquired by the Grantor, and such Pledged Collateral shall be held by or on behalf of such Pledgor the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and, in each 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 satisfactory to the Administrative Agent and Collateral Agent. If, all of which shall remain at any time, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the custody capital structure of any of the Administrative Agent Subsidiaries which have issued Pledged Stock, 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 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 Administrative Collateral Agent or its nominee upon a realization on under the security constituted by terms of this Agreement in accordance with this Agreement. All and the Collateral Agency Agreement and shall constitute Pledged Collateral hereunder; PROVIDED, HOWEVER, that is nothing contained in registrable form maythis SECTION 4 shall be deemed to permit any stock dividend, at the option issuance of the Administrative Agentadditional stock, be registered in the name of Administrative Agent warrants, rights or its nominee. Each Pledgor agrees to execute and deliver to the appropriate personsoptions, promptly if and when required by the Administrative Agentreclassification, all such instruments, documents and agreements as the Administrative Agent in its discretion may deem necessary to effect a readjustment or other change in the shareholders' register capital structure of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In addition, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable 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 Administrative AgentCollateral Agent shall in no way affect the Lien granted thereon as herein provided.

Delivery of Pledged Collateral. Each Subject to the terms of the PledgorsIntercreditor Agreement, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) each Grantor will deliver to the Administrative Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Security Agreement all certificates or other documents instruments, if any, representing or evidencing the Pledged Collateral (other than checks received in the ordinary course of such Pledgor in suitable form for transfer by deliverybusiness), or accompanied by together with duly executed instruments of transfer or assignment assignments in blank; provided, 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 (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 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 and the Grantors, in each case satisfactory case, within sixty (60) days (or such longer period as the Collateral Agent may reasonably agree) after the Issue Date. If at any time after the Issue Date (i) any Grantor shall hold or acquire any other Pledged Collateral (other than checks received in the ordinary course of business) or (ii) any Equity Interest which is included within the Collateral shall at any time constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code or the issuer of any such Equity Interest shall take any action to have such interests treated as a Security, then, in each case, the 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 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 Collateral Agent a certified copy of a resolution of the directors or shareholders of supplement to Schedule I hereto to reflect such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the additional Pledged Collateral by (provided any Grantor’s failure to do so shall not impair the Administrative Agent or its nominee upon a realization on the Collateral Agent’s security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative Agent, be registered in the name of Administrative Agent or its nominee. Each Pledgor agrees to execute interest therein) and deliver to the appropriate persons, promptly if and when required by the Administrative Agent, Collateral Agent all such certificates or instruments, documents and agreements as the Administrative Agent if any, representing such Pledged Collateral, together with duly executed instruments of transfer or assignments in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In addition, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative Agentblank.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent Lender all certificates or other documents representing or evidencing the Pledged Collateral of such Pledgor in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, in each case satisfactory to the Administrative AgentLender, all of which shall remain in the custody of the Administrative Agent 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 Administrative Agent 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 by the Administrative Agent Lender or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative AgentLender, be registered in the name of Administrative Agent Lender or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required by the Administrative AgentLender, all such instruments, documents and agreements as the Administrative Agent Lenders in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent Lender or a nominee of the Administrative AgentLender. In addition, the Administrative Agent Lender shall have the right to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If the Administrative Agent Lender so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative AgentLender.

Delivery of Pledged Collateral. Each of the PledgorsAll certificates, concurrently with its execution promissory notes and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates or other documents instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of such Pledgor the Administrative Agent pursuant hereto, except for promissory notes (i) receivable in suitable form for transfer by deliveryconnection with a sale of Area Development Rights, Franchise Rights, or customer lists, permitted pursuant to Section 7.6(c) of the Credit Agreement, or (ii) evidencing investments made in connection with an acquisition of Area Development Rights or Franchise Rights, permitted pursuant to under Section 7.4(j) of the Credit Agreement (collectively, the “Franchise Notes”), which shall be delivered to the Administrative Agent, upon the occurrence and during the continuance of an Event of Default. All certificated Pledged Shares and certificated Pledged Membership Interests shall be accompanied by duly executed executed, undated instruments of transfer or assignment endorsed in blank, all in each case form and substance reasonably satisfactory to the Administrative AgentAgent and, all upon the occurrence and during the continuance of which shall remain an Event of Default, if the Administrative Agent so requests, with signatures guaranteed by a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the custody United States. All Pledged Notes shall be endorsed by the applicable Pledgor. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Administrative Agent or any of its nominee. If the constating documents of nominees 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 all of the Pledged Collateral by the Administrative Agent Shares or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative Agent, be registered in the name of 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 any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative AgentMembership Interests. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or other documents instruments representing or evidencing any Pledged Collateral Shares or Pledged Membership Interests for certificates or other documents instruments of smaller or larger denominations. If the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative Agent.

Delivery of Pledged Collateral. Each Grantor hereby agrees to deliver to or for the account of the PledgorsAdministrative Agent, concurrently with its execution at the address and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Person to be designated by the Administrative Agent all certificates or Agent, the certificates, instruments and other documents writings representing or evidencing the any Pledged Collateral of such Pledgor Collateral, 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 each case form satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral after the date hereof, all of which such Grantor shall remain in accept the custody of foregoing as the agent for the Administrative Agent Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or its nominee. If the constating documents of any Issuer restrict the transfer of the securities funds of such IssuerGrantor, 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 Agreementand, including any prospective transfer of the Pledged Collateral by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option request of the Administrative Agent, be registered in shall promptly deliver the name same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent or its nominee. Each Pledgor agrees to execute Agent, at the address and deliver to the appropriate persons, promptly if and when required Person to be designated by the Administrative Agent, all such instrumentswhich shall be in suitable form for transfer by delivery, documents and agreements as the Administrative Agent or shall be accompanied by duly executed instruments of transfer or assignment in its discretion may deem necessary blank in form satisfactory to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In additionAnything 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 ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall have shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the right payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If be effected, to the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable 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 be continuing, each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $250,000 or, in 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 $250,000, as determined by such Grantor in good faith, as long as the aggregate amount of any such Instruments so retained by the Grantors shall not exceed $1,000,000.

Delivery of Pledged Collateral. Each Subject to Section 8.17(e) of the PledgorsCredit Agreement, concurrently with each Grantor hereby agrees to deliver promptly (and in any case, no later than the next Quarterly Reporting Date following its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplementacquisition thereof or such longer period as the Administrative Agent may agree) will deliver to the Administrative Agent all Agent, the certificates or other documents and instruments representing or evidencing the any Pledged Collateral issued by any Subsidiary or by any other Person with a value in excess of such Pledgor $500,000 (other than Instruments subject to subsection (c) below), 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 each case form and substance reasonably satisfactory to 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, all 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 which such Grantor, and shall remain promptly (and in any case, no later than the custody of next Quarterly Reporting Date following its acquisition thereof or such longer period as the Administrative Agent may agree in its sole discretion) deliver the same forthwith to or its nominee. If for 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 by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option account of the Administrative Agent, be registered in at the name of address designated by the Administrative Agent or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required Person to be designated by the Administrative Agent, all such instrumentswhich shall be in suitable form for transfer by delivery, documents and agreements as the Administrative Agent or shall be accompanied by duly executed instruments of transfer or assignment in its discretion may deem necessary blank in form satisfactory to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In additionNotwithstanding the foregoing, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing if any Pledged Collateral for certificates is pledged or other documents of smaller or larger denominations. If the Administrative Agent so requestsshall be pledged under a non-U.S. law Security Document, any endorsement on any certificate representing any of the each Grantor shall deliver such Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to in accordance with the Administrative Agentterms and procedures contained therein.

Delivery of Pledged Collateral. Each Subject to subsection (m) and subsection (o), each Grantor hereby agrees to deliver to or for the account of the PledgorsAdministrative Agent, concurrently with its execution at the address and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Person to be designated by the Administrative Agent all certificates or Agent, the certificates, instruments and other documents writings representing or evidencing the any Pledged Collateral of such Pledgor Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer Form of Security Agreement or assignment in blank, in form satisfactory to the Administrative Agent. Subject to subsection (m) and subsection (o), if any Grantor shall become entitled to receive or shall receive any Pledged Collateral 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 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, blank in each case form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, all so long as no Event of which Default shall remain have occurred and be continuing, (i) each Grantor may retain for collection in the custody ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent or its nominee. If shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the constating documents payor of any Issuer restrict the transfer such Instrument for purposes of the securities of presentation, collection or renewal (any such Issuerarrangement to be effected, 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 extent required under applicable law to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of continue perfected the Administrative Agent’s security interest hereunder in such Instruments, be registered 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 or, in the name of 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 case of any Issuer of any such additional Pledged Collateral of with no face value, then such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In addition, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing any additional Pledged Collateral for certificates or other documents with a fair market value of smaller or larger denominations. If the Administrative Agent so requestsless than $1,000,000, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed as determined by a Canadian or United States bank or other financial institution acceptable to the Administrative Agentsuch Grantor in good faith.

Delivery of Pledged Collateral. Each of the PledgorsAll certificates, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates agreements or other documents 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 such Pledgor 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 blankblank (with signatures appropriately guaranteed), all in each case form and substance ___________________________________________ Footnote continued from previous page. 338 ___________________________________________ satisfactory to the Administrative Collateral 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 Subject to the Administrative Agent a certified copy provisions of a resolution Section 29 of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of Collateral Agent shall have the Pledged Collateral by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form mayright, at any time upon the option occurrence and during the continuance of the Administrative Agentan Event of Default, be registered to endorse, assign or otherwise transfer to or to register in the name of Administrative Collateral Agent or any of its nomineenominees any or all of the Pledged Collateral. Each Collateral Agent shall provide the Pledgor agrees to execute and deliver with notice of any endorsement, assignment or other transfer made pursuant 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 any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agentpreceding sentence. In addition, upon the Administrative occurrence and during the continuance of an Event of Default, Collateral 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. If an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the Administrative 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 such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent so requeststhe right to transfer the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance 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 endorsement 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 certificate representing any of the Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative AgentCollateral.

Delivery of Pledged Collateral. Each For the better perfection of the Pledgors, concurrently with its execution Agent's rights in and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates or other documents representing or evidencing Pledged Collateral, the Pledgor shall forthwith, upon the pledge of any Pledged Collateral of hereunder, cause such Pledgor in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, in 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 by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative Agent, (other than any Class A Preferred Stock) to be registered in the name of Administrative such nominee or nominees of the Agent or its nominee. Each Pledgor agrees to execute and deliver as the Agent shall direct, subject only to the appropriate personsrevocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to the extent permissible, promptly if and when required by to transfer to the Administrative Agent, all such instruments, documents and agreements as account of the Administrative Agent in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor (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 Administrative Agent or a nominee account of the Administrative Agent. In addition, the Administrative Agent shall have the right with any Federal Reserve Bank any Pledged Collateral held in book entry form with any such Federal Reserve Bank; and (iii) to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If To the Administrative Agent so requests, any endorsement on any certificate representing any of extent that the Pledged Collateral will also has not already been transferred to the Agent in a manner sufficient to perfect the Agent's security interest therein, the Pledgor shall promptly deliver or cause to be guaranteed by delivered to the Agent all certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate endorsements. With respect to any Pledged Collateral in the possession of or registered in the name of a Canadian or United States custodian bank or other financial institution acceptable nominee therefor, the Pledgor agrees to cause such custodian bank or nominee either to enter into an agreement with the Agent satisfactory to the Administrative Agent in form and content confirming that the Pledged Collateral is held for the account of the Agent, 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.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with Grantor hereby agrees to deliver promptly (and in any case within five (5) Business Days following its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplementacquisition thereof) will deliver to the Administrative Agent all certificates or Agent, the certificates, instruments and other documents writings representing or evidencing the any Pledged Collateral of such Pledgor (other than Instruments subject to subsection (c) below), 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 each case form reasonably satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral (other than Instruments subject to subsection (c) below) after the date hereof, all of which such Grantor shall remain in accept the custody of foregoing as the agent for the Administrative Agent Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or its nominee. If the constating documents of any Issuer restrict the transfer of the securities funds of such IssuerGrantor, then and shall promptly deliver the applicable Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of same and all certificates, instruments and other writings representing such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral by forthwith to or for the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option account of the Administrative Agent, be registered at the address in the name of Administrative Agent or its nominee. Each Pledgor agrees to execute New York and deliver to the appropriate persons, promptly if and when required Person to be designated by the Administrative Agent, all such instrumentswhich shall be in suitable form for transfer by delivery, documents and agreements as the Administrative Agent or shall be accompanied by duly executed instruments of transfer or assignment in its discretion may deem necessary blank in form satisfactory to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In additionNotwithstanding the foregoing, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing if any Pledged Collateral for certificates is pledged or other documents of smaller or larger denominations. If the Administrative Agent so requestsshall be pledged under a foreign law Security Document, any endorsement on any certificate representing any of the each Grantor shall deliver such Pledged Collateral will also in accordance with the terms and procedures contained therein. Notwithstanding the foregoing, no action by the Grantors shall be guaranteed required by a Canadian or United States bank or other financial institution acceptable this subsection (b) with respect to the Administrative Agentany Equity Interests marked with an asterisk on Schedule 3.

Delivery of Pledged Collateral. Each of the PledgorsAll certificates, concurrently with its execution and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates agreements or other documents 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 such Pledgor 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 blankblank (with signatures appropriately guaranteed), all in each case form and substance satisfactory to the Administrative Collateral 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 Subject to the Administrative Agent a certified copy provisions of a resolution Section 29 of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of Collateral Agent shall have the Pledged Collateral by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form mayright, at any time upon the option occurrence and during the continuance of the Administrative Agentan Event of Default, be registered to endorse, assign or otherwise transfer to or to register in the name of Administrative Collateral Agent or any of its nomineenominees any or all of the Pledged Collateral. Each Collateral Agent shall provide the Pledgor agrees to execute and deliver with notice of any endorsement, assignment or other transfer made pursuant 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 any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agentpreceding sentence. In addition, upon the Administrative occurrence and during the continuance of an Event of Default, Collateral 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. If an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the Administrative 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 such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent so requeststhe right to 200 transfer the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance 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 endorsement on any certificate representing 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 Pledged Collateral will also Pledgor and it may be guaranteed by a Canadian necessary to obtain the consent or United States bank or other financial institution acceptable approval of the FCC prior to the Administrative Agentexercise of such rights, the provisions of Section 29 of this Agreement shall apply.

Delivery of Pledged Collateral. Each For the better perfection of the Pledgors, concurrently with its execution Agent's rights in and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Administrative Agent all certificates or other documents representing or evidencing Pledged Collateral, the Pledgor shall forthwith, upon the pledge of any Pledged Collateral of hereunder, cause such Pledgor in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, in 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 by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option of the Administrative Agent, (other than any Class A Preferred Stock) to be registered in the name of Administrative such nominee or nominees of the Agent or its nominee. Each Pledgor agrees to execute and deliver as the Agent shall direct, subject only to the appropriate persons, promptly if and when required by revocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to transfer to the Administrative Agent, all such instruments, documents and agreements as account of the Administrative Agent in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor 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 Administrative Agent or a nominee account of the Administrative Agent. In addition, the Administrative Agent shall have the right with any Federal Reserve Bank any Pledged Collateral held in book entry form with any such Federal Reserve Bank; and (iii) to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If To the Administrative Agent so requests, any endorsement on any certificate representing any of extent that the Pledged Collateral will also has not already been transferred to the Agent in a manner sufficient to perfect the Agent's security interest therein, the Pledgor shall promptly deliver or cause to be guaranteed by delivered to the Agent all certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate endorsements. With respect to any Pledged Collateral in the possession of or registered in the name of a Canadian or United States custodian bank or other financial institution acceptable nominee therefor, the Pledgor agrees to cause such custodian bank or nominee either to enter into an agreement with the Agent satisfactory to the Administrative Agent in form and content confirming that the Pledged Collateral is held for the account of the Agent, 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. Each of the Pledgors, concurrently with its execution and delivery of this Agreement Such Grantor shall (or, if applicable, concurrently with its execution and delivery of a Supplementi) will deliver to the Administrative Agent all certificates or other documents representing or evidencing the Pledged Collateral of such Pledgor Agent, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment and in blank, in each case form and substance satisfactory to the Administrative Agent, (A) all of which shall remain in 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 custody Administrative Agent, except upon the request of the Administrative Agent or its nomineeAgent) and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. If In case any Grantor shall acquire after the constating documents Closing Date (x) any Equity Interests of any Issuer restrict 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, in each case, not listed on Schedule 2 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the transfer of Pledged Collateral reflected on Schedule 2, be subject to the securities of pledge, assignment and security interest granted to the Administrative Agent under this Agreement and such IssuerGrantor shall promptly, then and in any event no later than two (2) Business Days after the applicable Pledgor will also date such Pledged Collateral was so acquired (i) deliver to the Administrative Agent forthwith (A) a certified copy of a resolution of the directors or shareholders of Pledge Amendment pursuant to Section 8.5(b) reflecting such Issuer newly acquired Pledged Collateral (as required) consenting other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the transfers contemplated by this AgreementAdministrative Agent, including any prospective transfer of except upon the Pledged Collateral by the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option request of the Administrative Agent), be registered in the name of Administrative Agent or its nominee. Each Pledgor agrees and (B) any certificates and instruments evidencing such Pledged Collateral (other than with regard to execute and deliver Indebtedness owing from one Grantor to the appropriate persons, promptly if and when required by another Grantor that is disclosed to the Administrative Agent, all except upon the request of the Administrative Agent), accompanied by transfer powers or other appropriate instruments of assignment duly executed by such instrumentsGrantor in blank, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents and agreements as the Administrative Agent in its discretion may deem necessary reasonably request pursuant to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee Sections 6.12 and 6.18 of the Administrative Agent. In addition, the Administrative Agent shall have the right to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable to the Administrative AgentCredit Agreement.

Delivery of Pledged Collateral. Each Grantor hereby agrees to deliver to or for the account of the PledgorsAdministrative Agent, concurrently with its execution at the address and delivery of this Agreement (or, if applicable, concurrently with its execution and delivery of a Supplement) will deliver to the Person to be designated by the Administrative Agent all certificates or Agent, the certificates, instruments and other documents writings representing or evidencing the any Pledged Collateral of such Pledgor Collateral, 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 each case form satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral after the date hereof, all of which such Grantor shall remain in accept the custody of foregoing as the agent for the Administrative Agent Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or its nominee. If the constating documents of any Issuer restrict the transfer of the securities funds of such IssuerGrantor, then and shall immediately deliver the applicable Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of same and all certificates, instruments and other writings representing such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral by forthwith to or for the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral that is in registrable form may, at the option account of the Administrative Agent, be registered in at the name of Administrative Agent or its nominee. Each Pledgor agrees to execute address and deliver to the appropriate persons, promptly if and when required Person to be designated by the Administrative Agent, all such instrumentswhich shall be in suitable form for transfer by delivery, documents and agreements as the Administrative Agent or shall be accompanied by duly executed instruments of transfer or assignment in its discretion may deem necessary blank in form satisfactory to effect a change in the shareholders' register of any Issuer of any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or a nominee of the Administrative Agent. In additionAnything 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 ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall have 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 right payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (any such arrangement to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. If be effected, to the Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Collateral will also be guaranteed by a Canadian or United States bank or other financial institution acceptable extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments or Pledged Debt, 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 Instruments or, in 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 $5,000,000 in the aggregate for all such Instruments, as determined by such Grantor in good faith.