Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. Within thirty (30) 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 acquired by the Grantor during such calendar quarter, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank 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 the 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. Within thirty (30) days ------------------------------ after Subject to the end terms of the Intercreditor Agreement, each calendar quarter, the Grantor shall will deliver to the Agent, for the benefit Collateral Agent (or its non-fiduciary agent or designee) upon execution of the Holders, this Security Agreement all certificates or instruments instruments, if any, representing or evidencing the Pledged Collateral acquired by (other than checks received in the Grantor during such calendar quarterordinary course of business), and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by together with duly executed instruments of transfer or assignment assignments in blank andblank; 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, within sixty (60) days (or such longer period as the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired Collateral Agent may reasonably agree) after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance satisfactory to Issue Date. If at any time after the Agent. If, during any such calendar quarter, Issue Date (ai) any stock dividend, reclassification, readjustment Grantor shall hold or acquire any other change is declared or made Pledged Collateral (other than checks received in the capital structure ordinary course of business) or (ii) any of the Subsidiaries Equity Interest which have issued Pledged Stock, or any option is included within the Pledged Collateral is exercised, shall at any time constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code 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 issuer of any of such Equity Interest shall take any action to have such interests treated as a Security, then, in each case, the foregoing shall be delivered to the Agent within applicable Grantor shall, thirty (30) days after the end 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 calendar quarter and shall be held by the Agent under the terms of this Agreement and shall constitute Pledged Collateral hereunder; providedheld or acquired prior to or during the fiscal quarter for the applicable report (or such later date as the Collateral Agent may reasonably agree), howeversuch Grantor shall, that nothing -------- ------- contained in this Section 4 shall be deemed submit to permit the Collateral Agent a supplement to Schedule I hereto to reflect such additional Pledged Collateral (provided 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 ’s failure to do so shall not impair the Collateral Agent’s security interest therein) and deliver such property to the ------- ------- Collateral Agent shall all certificates or instruments, if any, representing such Pledged Collateral, together with duly executed instruments of transfer or assignments in no way affect the Lien granted thereon as herein providedblank.

Delivery of Pledged Collateral. Within thirty (30) days ------------------------------ after the end of each calendar quarterAll certificates, the Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or promissory notes and instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and hereto, except for promissory notes (i) receivable in connection 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 in suitable form for transfer by deliverydelivered to the Administrative Agent, or 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 and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance reasonably satisfactory to the Agent. IfAdministrative Agent and, upon the occurrence and during any such calendar quarterthe continuance of an Event of Default, (a) any stock dividendif the Administrative Agent so requests, reclassificationwith signatures guaranteed by a member of a registered national securities exchange or the National Association of Securities Dealers, readjustment Inc. or other change is declared by a commercial bank or made trust company having an office or correspondent in the capital structure 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 the Subsidiaries which have issued Pledged Stock, its nominees any or any option included within all of the Pledged Collateral is exercisedShares or Pledged Membership Interests. In addition, or bothupon the occurrence and during the continuance of an Event of Default, 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 ------- ------- Administrative Agent shall in no way affect have the Lien granted thereon as herein providedright at any time to exchange certificates or instruments representing or evidencing Pledged Shares or Pledged Membership Interests for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. Within thirty (30) days ------------------------------ after the end of each calendar quarter, the Such Grantor shall (i) deliver to the Administrative Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank 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 and in form and substance satisfactory to the Administrative Agent. If, during any such calendar quarter, (aA) all Pledged Certificated Stock, (B) all Pledged Debt Instruments (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the Administrative Agent) and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. In case any Grantor shall acquire after the Closing Date (x) any stock dividend, reclassification, readjustment Equity Interests of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other change is declared or made obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, in the capital structure of any of the Subsidiaries which have issued each case, not listed on Schedule 2 hereto, such Pledged StockStock and Pledged Debt Instruments shall, or any option included within notwithstanding the Pledged Collateral is exercisedreflected on Schedule 2, 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 subject to the Agent within thirty (30) days after pledge, assignment and security interest granted to the end of such calendar quarter and shall be held by the Administrative Agent under the terms of this Agreement and such Grantor shall constitute promptly, and in any event no later than two (2) Business Days after the date such Pledged Collateral hereunder; providedwas so acquired (i) deliver to the Administrative Agent forthwith (A) a Pledge Amendment pursuant to Section 8.5(b) reflecting such newly acquired Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, howeverexcept upon the request of the Administrative Agent), and (B) any certificates and instruments evidencing such Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that nothing -------- ------- contained in this Section 4 shall be deemed is disclosed to permit any stock dividendthe Administrative Agent, --------- issuance except upon the request of additional stockthe Administrative Agent), warrants, rights or options, reclassification, readjustment accompanied by transfer powers or other change appropriate instruments of assignment duly executed by such Grantor in blank, in each case, in form and substance reasonably satisfactory to the capital structure of any 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 as the Administrative Agent may reasonably request pursuant to Sections 6.12 and 6.18 of the Obligors which is not expressly permitted in the Note Purchase Credit 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. Within thirty Each Grantor hereby agrees to deliver promptly (30and in any case within five (5) days ------------------------------ Business Days following its acquisition thereof) to the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral (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 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 end of each calendar quarterdate hereof, the such Grantor shall deliver to accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the benefit Administrative Agent, shall segregate it from other property or funds of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarterGrantor, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral shall be held by forthwith to or on behalf for the account of the Agent pursuant hereto Administrative Agent, at the address in New York and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank 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 the Administrative Agent. IfNotwithstanding the foregoing, during if 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 exercisedpledged or shall be pledged under a foreign law Security Document, or botheach Grantor shall deliver such Pledged Collateral in accordance with the terms and procedures contained therein. Notwithstanding the foregoing, or no action by the Grantors shall be required by this subsection (b) with respect to any subscription warrant(s) or any other right(s) or option(s) shall be issued in connection Equity Interests marked 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 providedan asterisk on Schedule 3.

Delivery of Pledged Collateral. Within thirty (30) days ------------------------------ Each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged 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 form satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral after the end of each calendar quarterdate hereof, the such Grantor shall deliver to accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the benefit Administrative Agent, shall segregate it from other property or funds of such Grantor, and, upon request of the HoldersAdministrative Agent, shall promptly deliver the same and all certificates or certificates, instruments and other writings representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral shall be held by forthwith to or on behalf for the account of the Agent pursuant hereto 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 andin 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 pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments, against trust receipt or like document), and (ii) unless an Event of Default shall have occurred and 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 Stock Collateral with no face value, then such additional Pledged Collateral with a fair market value of Subsidiaries of the Grantor formed or acquired after the date hereofless than $250,000, an Acknowledgment executed as determined by such SubsidiaryGrantor in good faith, all in form and substance satisfactory to as long as the Agent. If, during aggregate amount of 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 Instruments so retained by the Agent under the terms of this Agreement and Grantors 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 providedexceed $1,000,000.

Delivery of Pledged Collateral. Within thirty Subject to Section 8.17(e) of the Credit Agreement, each Grantor hereby agrees to deliver promptly (30and in any case, no later than the next Quarterly Reporting Date following its acquisition thereof or such longer period as the Administrative Agent may agree) days ------------------------------ after to the end of each calendar quarterAdministrative Agent, the certificates and instruments representing any Pledged Collateral issued by any Subsidiary or by any other Person with a value in excess of $500,000 (other than Instruments subject to subsection (c) below), which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Administrative Agent. If any Grantor shall deliver become entitled to the Agent, for the benefit of the Holders, all receive or shall receive any certificates or instruments representing or evidencing the Pledged Collateral acquired with a value in excess of $500,000 (other than Instruments subject to subsection (c) below) after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall promptly (and in any case, no later than the next Quarterly Reporting Date following its acquisition thereof or such longer period as the Administrative Agent may agree in its sole discretion) deliver the same forthwith to or for the account of the Administrative Agent, at the address designated by the Grantor during such calendar quarterAdministrative Agent and to the Person to be designated by the Administrative Agent, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank 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 the Administrative Agent. IfNotwithstanding the foregoing, during if 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, pledged or both, or (b) any subscription warrant(s) or any other right(s) or option(s) shall be issued pledged under a non-U.S. law Security Document, each Grantor shall deliver such Pledged Collateral in connection accordance with the Pledged Collateral, then all new, substituted terms 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 -------- ------- procedures 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 providedtherein.

Delivery of Pledged Collateral. Within thirty (30) days ------------------------------ after Subject to Section 4.1 and Section 4.2 of the end of each calendar quarter, the Grantor shall deliver Loan Agreement and only to the Agent, for the benefit of the Holders, extent any such certificates or instruments exist: (a) all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral shall be delivered to and held by or on behalf of the Agent Foothill pursuant hereto (and, in the case of Pledged Shares issued by any Pledged Foreign Issuer, to the extent permitted by applicable foreign law) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance satisfactory to the Agent. If, Foothill; (b) during any such calendar quarterTriggering Event, (a) Foothill shall have the right to the extent permitted under any stock dividendapplicable law, reclassificationat any time in its discretion and without notice to any Pledgor, readjustment to transfer to or other change is declared to register in its name or made in the capital structure name of any of its nominees any or all of the Subsidiaries which Pledged Collateral; (c) Foothill shall have issued Pledged Stock, the right at any time to exchange certificates representing or evidencing any option included within of the Pledged Collateral is exercisedfor 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 bothpermit to be retained by, or (b) such Pledgor certificates representing 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 hereunderUnpledged Shares; provided, however, that nothing -------- ------- contained (i) Foothill shall not be obligated to relinquish possession of any certificates representing (either in this Section 4 shall be deemed to permit any stock dividend, --------- issuance of additional stock, warrants, rights whole or options, reclassification, readjustment or other change in part) Pledged Shares if in the capital structure 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 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 providedPledged Foreign Issuer.

Delivery of Pledged Collateral. Within thirty (30a) days ------------------------------ after Concurrent with this Agreement: (i) the end of each calendar quarterPledged Interests shall be delivered, transferred to or placed under the Grantor shall deliver to the Agent, for the benefit control of the HoldersPledgee by Pledgor by certificates, all certificates instruments, or instruments other documents now or hereafter representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter(“Certificates”) and, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by deliveryas appropriate, or shall be accompanied by duly executed instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance reasonably satisfactory to Pledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the Agent. Ifsecurity interests in the Pledged Collateral granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, during recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have been made. (b) If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to Distributions from, or relating to, Teltronics (collectively, “Securities”) at any time or from time to time after the date hereof, Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the preceding Section 3(a) to effect any transfer thereof as required hereby, together with a certificate executed by Pledgor describing such Securities and certifying that the same have been duly pledged with Pledgee hereunder. (c) If Pledgor shall come into possession of any Distribution, including any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the Stock at any time or from time to time after the date hereof, Pledgor shall surrender such Distributions to Pledgee who may apply any such calendar quarter, Distributions to any portion of the Obligations then due or hold such Distributions as part of the Pledged Collateral. (ad) any stock dividend, reclassification, readjustment Pledgee shall have the right to appoint one or other change is declared or made in more agents for the capital structure purpose of retaining physical possession 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 which may 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 discretion of any of the Obligors which is not expressly permitted Pledgee) in the Note Purchase Agreement; providedname of Pledgor, -------- further, however, that the Grantor's failure to so deliver such property to the ------- ------- Agent shall or endorsed or assigned in no way affect the Lien granted thereon as herein providedblank or in favor of Pledgee or any nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. Within thirty (30) days ------------------------------ after the end of each calendar quarter, the each Grantor shall deliver to the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the such Grantor during such calendar quarter, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor Grantors formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance satisfactory to the 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 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. Within thirty All Pledged Collateral (30) days ------------------------------ after the end of each calendar quarter, the Grantor shall deliver to the Agent, for the benefit other than “Excepted Instruments” as defined in Section 4.06 of the HoldersSecurity Agreement and any certificates, all certificates agreements or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral in Immaterial First Tier Foreign Subsidiaries) shall be Delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by deliveryhereto; provided that any certificates, agreements or shall be accompanied by duly executed instruments of transfer or assignment in blank and, evidencing Pledged Collateral in the case of Pledged Stock of first-tier Foreign 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 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(sset forth on Schedule 4.01(a) shall not be issued in connection with required to be delivered on the Pledged CollateralClosing Date, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing but rather shall be delivered to the Collateral 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 hereundertime periods specified in Schedule 4.01(a); provided, howeverfurther, that nothing -------- ------- contained so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Pledged Collateral (unless otherwise provided in this Section 4 2.05(b) of the Security Agreement) (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the Collateral Agent shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Pledged Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document). All Pledged Collateral Delivered hereunder shall be deemed accompanied by 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 permit any stock dividendLoan Party, --------- issuance to cause any or all of additional stock, warrants, rights the Pledged Collateral to be transferred of record into the name of the Collateral Agent or options, reclassification, readjustment its nominee. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other change material communications received by it with respect to Pledged Collateral registered in the capital structure name of 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 the name 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 ------- ------- Collateral Agent shall in no way affect the Lien granted thereon as herein providedor its nominee or custodian.

Delivery of Pledged Collateral. Within thirty Subject to subsection (30m) days ------------------------------ and subsection (o), each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged 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 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 end of each calendar quarterdate hereof, the such Grantor shall deliver to accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the benefit Administrative Agent, shall segregate it from other property or funds of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarterGrantor, and shall promptly deliver the same and all certificates, instruments and other writings representing such Pledged Collateral shall be held by forthwith to or on behalf for the account of the Agent pursuant hereto 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 andin 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 pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments, against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 or, in the case of any such additional Pledged Stock Collateral with no face value, then such additional Pledged Collateral with a fair market value of Subsidiaries of the Grantor formed or acquired after the date hereofless than $1,000,000, an Acknowledgment executed as determined by such Subsidiary, all Grantor in form and substance satisfactory to the 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 providedgood faith.

Delivery of Pledged Collateral. Within thirty (30a) days ------------------------------ after At the end request of each calendar quarterAgent, the Grantor shall deliver and subject to the AgentSubordnation Agreement, for the benefit of the Holders, all certificates or instruments each Certificate (other than Certificates representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and such Pledged Collateral any Foreign Subsidiary) shall be delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance reasonably satisfactory to Agent. (b) Agent shall have the Agent. Ifright, upon the occurrence and during any such calendar quarterthe continuance of an Event of Default, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of without notice to any of the Subsidiaries which have issued Pledged StockGrantors, 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 a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged CollateralSecurities, then all newPledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, substituted Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations. (c) Each Grantor acknowledges and additional shares, warrants, rights, options agrees that (i) each Pledged Limited Liability Company Interest and other securities issued each Pledged Partnership Interest Controlled by reason such Grantor and that is represented by a Certificate shall be a “security” within the meaning of any Article 8 of the foregoing shall be delivered to Uniform Commercial Code of the Agent within thirty (30) days after the end of such calendar quarter applicable issuer’s jurisdiction and shall be held governed by Article 8 of such Uniform Commercial Code and (ii) each such interest shall at all times hereafter be represented only by a certificate. (d) Each Grantor further acknowledges and agrees that (i) each Pledged Limited Liability Company Interest or Pledged Partnership Interest Controlled by such Grantor and pledged hereunder that is not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable issuer’s jurisdiction and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of such Uniform Commercial Code or issue any certificate representing such interest, unless such Grantor provides prior written notification to Agent under of such election and immediately pledges any such certificate to Agent pursuant to 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 providedhereof.

Delivery of Pledged Collateral. Within thirty (30a) days ------------------------------ after Concurrent with this Agreement: (i) the end of each calendar quarterPledged Interests shall be delivered, transferred to or placed under the Grantor shall deliver to the Agent, for the benefit control of the HoldersPledgee by Pledgor by certificates, all certificates instruments, or instruments other documents now or hereafter representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter(“Certificates”) and, and such Pledged Collateral shall be held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by deliveryas appropriate, or shall be accompanied by duly executed instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance reasonably satisfactory to Pledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the Agent. Ifsecurity interests in the Pledged Collateral granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, during recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have been made. (b) If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to Distributions from, or relating to, Pledgee (collectively, “Securities”) at any time or from time to time after the date hereof, Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the preceding Section 3(a) to effect any transfer thereof as required hereby, together with a certificate executed by Pledgor describing such Securities and certifying that the same have been duly pledged with Pledgee hereunder. (c) If Pledgor shall come into possession of any Distribution, including any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the Stock at any time or from time to time after the date hereof, Pledgor shall surrender such Distributions to Pledgee who may apply any such calendar quarter, Distributions to any portion of the Obligations then due or hold such Distributions as part of the Pledged Collateral. (ad) any stock dividend, reclassification, readjustment Pledgee shall have the right to appoint one or other change is declared or made in more agents for the capital structure purpose of retaining physical possession 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 which may 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 discretion of any of the Obligors which is not expressly permitted Pledgee) in the Note Purchase Agreement; providedname of Pledgor, -------- further, however, that the Grantor's failure to so deliver such property to the ------- ------- Agent shall or endorsed or assigned in no way affect the Lien granted thereon as herein providedblank or in favor of Pledgee or any nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. Within thirty (30Except with respect to Investment Property for which a Securities Account Control Agreement has been executed in accordance with Section 3(g) days ------------------------------ after hereof, each Grantor hereby agrees to deliver to or for the end account of each calendar quarterthe Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged 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 form satisfactory to the Administrative Agent. If any Grantor shall deliver become entitled to the Agent, for the benefit of the Holders, all certificates receive or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such calendar quarter, and shall receive any such Pledged Collateral after the date hereof, such Grantor shall be held by 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 on behalf 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 Agent pursuant hereto 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 andin 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 Stock Collateral with no face value, then such additional Pledged Collateral with a fair market value of Subsidiaries of less than $1,000,000 individually and $5,000,000 in the Grantor formed or acquired after the date hereofaggregate for all such Instruments, an Acknowledgment executed as determined by such Subsidiary, all Grantor in form and substance satisfactory to the 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 providedgood faith.

Delivery of Pledged Collateral. Within thirty (30i) days ------------------------------ after the end of each calendar quarter, the Grantor shall deliver to the Agent, for the benefit of the Holders, all All certificates or instruments representing or evidencing the any Pledged Collateral acquired by the Grantor during such calendar quarterthat constitutes a Certificated Security, and all Instruments representing or evidencing any Pledged Collateral (in each case, other than any such Pledged Collateral credited to the Account and registered in the name of Cede & Co.), shall be delivered to and held by or on behalf of the Agent Lender pursuant hereto and shall be in suitable form for transfer by deliverydelivery or, or as applicable, shall be accompanied by Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiaryblank, all in form and substance satisfactory to the AgentLender. If, Upon the occurrence and during any such calendar quarter, the continuation of an Event of Default (a) any stock dividend, reclassification, readjustment or other change is declared or made as defined in the capital structure Note), the Lender shall have the right, without notice to Pledgor, to transfer to or to register in the name of the Lender or any of the Subsidiaries which have issued Pledged Stock, its nominees any 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 all of the Pledged Collateral. In addition, then all new, substituted the Lender shall have the right at any time upon the occurrence and additional shares, warrants, rights, options during the continuation of an Event of Default to exchange certificates or Instruments representing or evidencing Pledged Collateral for certificates or Instruments of smaller or larger denominations. (ii) Pledgor hereby represents and other securities issued by reason of any warrants that as of the foregoing shall be date hereof it has delivered to the Agent within thirty Lender (30or as directed by the Lender) days after in the end State of New York all original certificates representing or evidencing any Pledged Collateral that constitutes a Certificated Security, and all original Instruments evidencing or representing any Pledged Collateral (in each case, other than any such calendar quarter Pledged Collateral credited to the Account and registered in the name of Cede & Co.), in each case, existing on the date of this Agreement. (iii) If at any time any Pledged Equity shall be consist of any Uncertificated Securities that are not credited to the Account, Pledgor shall promptly cause such Pledged Equity to become Certificated Securities and deliver the certificates representing or evidencing such Certificated Securities to the Lender in accordance with paragraph (a)(i) above. (iv) Pledgor hereby represents and warrants that (x) the original stock certificates for shares issued to Pledgor by Issuer, having certificate numbers SII-04599, SII-04600, SII-04627, SII-04628, SII-04630, SII-04631, SII-04632, SII-04633, and SII-04634 (the “Cancelled Certificates”), have been duly surrendered to and cancelled by Issuer prior to the date hereof and (y) as of the date hereof, all such shares and other Equity Interests in Issuer previously represented by the Cancelled Certificates (prior to the date such certificates were surrendered and cancelled) are 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 Account Securities Intermediary 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 Account as herein providedFinancial Assets.