Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. (a) All certificates or instruments representing or evidencing the Pledged Collateral held by Pledgor on the date hereof have herewith been delivered to Collateral Agent, 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 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender.

Delivery of Pledged Collateral. Upon, and concurrently with, the Discharge of Priority Lien Indebtedness, without notice or demand: (ai) All the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliver, all certificates or and all promissory notes and instruments representing or evidencing the Pledged Collateral held owned by the Pledgor on 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 date hereof have herewith been delivered to Collateral Agent, accompanied by Powers in the form of Exhibit B duly executed in blank, ; and any and (ii) all hereafter obtained or received by Pledgor shall be delivered to 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lenderthe Collateral Agent and all promissory notes or other instruments evidencing any such Pledged Indebtedness shall be endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent (which may endorse without recourse or warranty); PROVIDED, that if the Pledged Entity's constitutive documents contain a restriction on the right to transfer its shares then, in order to better perfect the Collateral Agent's security in any such Pledged Shares of such Pledged Entity, the certificates evidencing those Pledged Shares shall be registered in the Collateral Agent's name or, 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 Pledged 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 certificates or instruments representing or evidencing Pursuant to the Pledged Collateral held by Pledgor on terms hereof, the date hereof have herewith been ---- ------------------------------ Company has endorsed, assigned and delivered to the Agent (for the benefit of the Secured Parties) all negotiable and non-negotiable instruments (including, without limitation, the Pledge Collateral Agentand any other certificated securities) and chattel paper, accompanied by Powers if any, included in the form Collateral pledged by it hereunder, together with instruments of Exhibit B duly executed in blank, and any and all hereafter obtained transfer or received by Pledgor shall be delivered to Collateral Agent pursuant hereto, accompanied by Powers in the form of Exhibit B assignment 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 transferAll negotiable or non-negotiable instruments (including, 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 towithout limitation, 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 other certificated securities) or chattel paper constituting Collateral and hereafter acquired by the Voting Trustees to Pledgor Company shall by be promptly delivered to Collateral the Agent and held as Pledged Collateral. All (for the benefit 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 Shares (including the trust certificatesSecured Parties) are subject to the lien and security interest created under this Pledge Agreement. All certificates or instruments pursuant hereto, shall be in suitable form for transfer by 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 satisfactory to Lender.the Agent. 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 or one or more nominees of the Secured Parties, with the issuer of such securities or other appropriate book-entry facility or financial intermediary with the Agent having at all times the right to obtain definitive certificates (in the Agent's name or in the name of one or more of its nominees) where the issuer customarily or otherwise issues certificates, all to be held as Collateral

Delivery of Pledged Collateral. Upon the payment in full by the Pledgor of the Pledgor's Obligations (aas defined in the Old Indenture ) All under the Old Debentures and the Old Indenture in accordance with the provisions of the Old Indenture, 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 to be held by Pledgor on the date hereof have herewith been delivered to Collateral Agent, 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 Collateral Agent it 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lenderthe 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 execute and deliver its acknowledgment of receipt thereof in substantially the form attached hereto as Annex D to each of the addressees thereof.

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 certificates hereof, each Grantor hereby agrees to deliver to or instruments representing or evidencing for the Pledged Collateral held by Pledgor on account of the date hereof have herewith been delivered to Collateral Administrative Agent, accompanied by Powers in at the form of Exhibit B duly executed in blank, address and any and all hereafter obtained or received by Pledgor shall be delivered to 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 Person to be issued in designated by the name of, and delivered toAdministrative Agent, the Voting Trustees. The new certificates certificates, instruments and the Pledged Shares represented thereby shall be held by Collateral Agent as Pledged Collateral and other writings representing 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 Shares (including the trust certificates) are subject to the lien and security interest created under this Pledge Agreement. All certificates or instruments , which 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 satisfactory to Lenderthe Administrative Agent. If any Grantor shall become entitled to receive or shall receive any such 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 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 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 ordinary course any Instruments received by such Grantor in the ordinary course of 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 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 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.

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 all certificates or instruments representing or evidencing the Pledged Collateral held by Pledgor on the date hereof have herewith been delivered to Collateral Agent, 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 Collateral Agent and held by or on behalf of Foothill pursuant heretohereto (and, accompanied by Powers in the form case 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 transferissued by any Pledged Foreign Issuer, subject to the lien extent permitted by applicable foreign law) 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to LenderFoothill; (b) during any Triggering Event, Foothill shall have the right to the extent permitted under any applicable law, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral; (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 (d) Foothill acknowledges and agrees that, in the case of Pledged Shares issued by any Pledged Foreign Issuer, any Pledgor may deliver to Foothill one or more single certificates representing both Pledged Shares and shares which 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 exchange of certificates of smaller or larger denominations and shall return to, or permit to be retained by, such Pledgor certificates 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 reasonable opinion of Foothill such action would cause the Lien of Foothill with respect to such Pledged Shares to cease to be perfected, and (ii) in no event shall such Pledgor be entitled to the return of certificates representing more than the Excluded Foreign Portion of any Pledged Foreign Issuer.

Delivery of Pledged Collateral. Within thirty (a30) All days ------------------------------ after the end of each calendar quarter, the Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral held acquired by Pledgor on the date hereof have herewith been delivered to Collateral Agent, accompanied by Powers in the form of Exhibit B duly executed in blankGrantor during such calendar quarter, and any and all hereafter obtained or received by Pledgor shall be delivered to such Pledged 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 or on behalf of the foregoing certificates shall be accompanied by Powers in the form of Exhibit B duly executed in blank Agent pursuant hereto and shall bear legends indicating that such Pledged 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, 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 satisfactory to Lenderthe Agent. If, during any such calendar quarter, (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 delivered to the Agent within thirty (30) days after the end of such calendar quarter and shall be held by the Agent under the terms of this 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 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 shall in no way affect the Lien granted thereon as herein provided.

Delivery of Pledged Collateral. If requested by Lender after the occurrence, and during the continuance of, an Event of Default, (ai) All all certificates or and all individual promissory notes and instruments representing or evidencing the Pledged Collateral held by Pledgor shall be assigned and endorsed (on the date hereof have herewith face of such promissory note in a conspicuous manner) to the order of Lender, together with the following written indication: “This promissory note has been delivered assigned as collateral to Collateral AgentBANK LEUMI USA, accompanied by Powers in a New York banking corporation, as Lender,” (ii) at the form reasonable request of Exhibit B duly executed in blankLender, and any and all hereafter obtained or received by Pledgor the original promissory note shall be delivered to Collateral Agent pursuant heretoLender, accompanied (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 Powers filing a UCC-1 Financing Statement in the form of Exhibit B duly executed in blank. Promptly upon appropriate office, (iv) 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 Lien and security interests created hereunderinterest granted in favor of Lender (together with the UCC-1 Financing Statement) shall, of the Pledged Shares from Pledgor if requested by Lender and Lender deems necessary 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 Shares (including the trust certificates) are subject to the perfect Lender’s lien and security interest created 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 this Pledge Agreementsuch promissory note to the Blocked Account established and maintained by such Pledgor with Lender. All certificates or instruments shall be in suitable form for transfer Pledged Shares and, if evidenced by deliverycertificates, or all Pledged Interests shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Lender. 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 for all purposes hereunder be considered Pledged Collateral.

Delivery of Pledged Collateral. Upon the payment in full by the Pledgor of the Pledgor's Obligations (aas defined in the Old Indenture) All under the Old Debentures and the Old Indenture in accordance with the provisions of the Old Indenture, 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 to be held by Pledgor on the date hereof have herewith been delivered to Collateral Agent, 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 Collateral Agent it 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lenderthe 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 execute and deliver its acknowledgment of receipt thereof in substantially the form attached hereto as Annex D to each of the addressees thereof.

Delivery of Pledged Collateral. (a) All certificates or instruments representing or evidencing Pursuant to the Pledged Collateral held by Pledgor on terms hereof, the date hereof have herewith been Company has endorsed, assigned and delivered to the Agent (f2 benefit of the Secured Parties) all negotiable and non-negotiable instruments (including, without limitation, the Pledge Collateral Agentand any other certificated securities) and chattel paper, accompanied by Powers if any, included in the form Collateral pledged by it hereunder, together with instruments of Exhibit B duly executed in blank, and any and all hereafter obtained transfer or received by Pledgor shall be delivered to Collateral Agent pursuant hereto, accompanied by Powers in the form of Exhibit B assignment 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 transferAll negotiable or non-negotiable instruments (including, 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 towithout limitation, 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 other certificated securities) or chattel paper constituting Collateral and hereafter acquired by the Voting Trustees to Pledgor Company shall by be promptly delivered to Collateral the Agent and held as Pledged Collateral. All (for the benefit 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 Shares (including the trust certificatesSecured Parties) are subject to the lien and security interest created under this Pledge Agreement. All certificates or instruments pursuant hereto, shall be in suitable form for transfer by 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 satisfactory to Lender.the Agent. 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 or one or more nominees of the Secured Parties, with the issuer of such securities or other appropriate book-entry facility or financial intermediary with the Agent having at all times the right to obtain definitive certificates (in the Agent's name or 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 the

Delivery of Pledged Collateral. Within thirty (a30) All days ------------------------------ after the end of each calendar quarter, each Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral held acquired by Pledgor on the date hereof have herewith been delivered to Collateral Agent, accompanied by Powers in the form of Exhibit B duly executed in blanksuch Grantor during such calendar quarter, and any and all hereafter obtained or received by Pledgor shall be delivered to such Pledged 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 or on behalf of the foregoing certificates shall be accompanied by Powers in the form of Exhibit B duly executed in blank Agent pursuant hereto and shall bear legends indicating that such Pledged 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, 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 satisfactory to Lenderthe Agent. If, during any such calendar quarter, (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 delivered to the Agent within thirty (30) days after the end of such calendar quarter and shall be held by the Agent under the terms of this 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 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 shall in no way affect the Lien granted thereon as herein provided.

Delivery of Pledged Collateral. (a) All certificates or instruments representing or evidencing the Such Grantor shall, promptly but in any event within [**] after acquiring any Pledged Collateral held by Pledgor not owned on the date hereof have herewith been delivered Closing Date: (i) deliver to the Collateral Agent, 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 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 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, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all and in form and substance reasonably satisfactory to Lenderthe Collateral Agent, (A) all such Pledged Stock that is Pledged Certificated Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property; (ii) subject all Collateral Accounts required to be subject to a Control Agreement pursuant to the Loan Agreement to a Control Agreement; and (iii) cause the issuer of any such Pledged Stock with is Pledged Uncertificated Stock to execute an uncertificated stock control agreement among such issuer, such Grantor and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which, inter alia, such issuer 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. All Pledged Collateral (a) All certificates 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 in Immaterial First Tier Foreign Subsidiaries) shall be Delivered to and held by Pledgor 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 date hereof have herewith been delivered to Collateral AgentClosing Date, accompanied by Powers in the form of Exhibit B duly executed in blank, and any and all hereafter obtained or received by Pledgor but rather shall be delivered to the Collateral Agent pursuant heretowithin the time periods specified in Schedule 4.01(a); provided, accompanied further, that so long as no Event of Default shall have occurred and be continuing, and except as required by Powers 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 form ordinary course of Exhibit B duly executed in blank. Promptly upon business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the execution and delivery of the Voting Trust Agreement Collateral Agent will surrender the shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Pledged Shares Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to Lender so that Lender may register in Lender's stock transfer records the transferit for purposes of presentation, subject collection or renewal (any such arrangement to be effected, to the lien and security interests created hereunderextent deemed appropriate by the Collateral Agent, 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 Trusteesagainst trust receipt or like document). The new certificates and the Pledged Shares represented thereby shall be held by Collateral Agent as All 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 Delivered hereunder shall be accompanied by Powers any required transfer tax stamps. 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 any Loan Party, to cause any or all of the Pledged Collateral to be transferred of record into the name of the Collateral Agent or its nominee. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other material communications received by it with respect to Pledged Collateral registered in the form name of Exhibit B duly executed such Loan Party, and the Collateral Agent will promptly give each Loan Party copies of any material notices and material communications received by the Collateral Agent with respect to Pledged Collateral registered in blank and shall bear legends indicating that such Pledged Shares (including the trust certificates) are subject to name of the lien and security interest created under this Pledge Agreement. All certificates Collateral Agent or instruments shall be in suitable form for transfer by delivery, its nominee or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lendercustodian.