Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. Upon, and concurrently with, the Discharge of Priority Lien Indebtedness, without notice or demand: (i) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliver, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral to the Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the 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. Upon, and concurrently with, the Discharge of Priority Lien Indebtedness, without notice (a) All certificates or demand: (i) the Pledgor shall deliver, instruments representing or shall cause Credit Agreement Agent to deliver, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned 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 all other warrants, shares and/or other securities, original shares held as Pledged Collateral. All of stock, certificates, instruments or other documents, the foregoing certificates shall be accompanied by Powers in each case evidencing or representing title to other Pledged Collateral to the Collateral Agent; form of Exhibit B duly executed in blank and (ii) all 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 the 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 completeLender.

Delivery of Pledged Collateral. UponAll Pledged Collateral (other than “Excepted Instruments” as defined in Section 4.06 of the Security Agreement and any certificates, agreements or instruments evidencing Pledged Collateral in Immaterial First Tier Foreign Subsidiaries) shall be Delivered to and held by or on behalf of the Collateral Agent pursuant hereto; provided that any certificates, agreements or instruments evidencing Pledged Collateral in the first-tier Foreign Subsidiaries set forth on Schedule 4.01(a) shall not be required to be delivered on the Closing Date, but rather shall be delivered to the Collateral Agent within the time periods specified in Schedule 4.01(a); provided, further, that so long as no Event of Default shall have occurred and be continuing, and concurrently withexcept as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Pledged Collateral (unless otherwise provided in Section 2.05(b) of the Discharge of Priority Lien Indebtedness, without notice or demand: Security Agreement) (i) the Pledgor shall deliverconsisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or shall cause Credit Agreement Agent to deliver, all certificates and all 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 instruments evidencing 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 owned 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 Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral to extent deemed appropriate by the Collateral Agent; and (ii) all such , against trust receipt or like document). All Pledged Shares Collateral Delivered hereunder shall be accompanied by duly executed instruments any required transfer tax stamps. The Collateral Agent shall have the right at any time upon the occurrence and during the continuance of transfer an Event of Default, and upon notice to any Loan Party, to cause any or assignment in blank, all in form and substance satisfactory of the Pledged Collateral to be transferred of record into the name of the Collateral Agent and all promissory notes or its nominee. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other instruments evidencing any such material communications received by it with respect to 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 orof such Loan Party, at and the Collateral Agent's option, Agent will promptly give each Loan Party copies of any material notices and material communications received by the Collateral Agent's nominees name, and shall be accompanied by a copy Agent with respect to Pledged Collateral registered in the name 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 completeAgent or its nominee or custodian.

Delivery of Pledged Collateral. Upon, Upon the payment in full by the Pledgor of the Pledgor's Obligations (as defined in the Old Indenture) under the Old Debentures and concurrently withthe Old Indenture in accordance with the provisions of the Old Indenture, the Discharge of Priority Lien Indebtedness, without notice or demand: Pledgor shall immediately (i) deliver to the Pledgor shall 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 shall 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 Credit Agreement to be delivered to the Collateral Agent to deliver, all certificates and all promissory notes and or instruments representing or evidencing the Pledged Collateral owned to be held by the Pledgor and all other warrantsit pursuant hereto, 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 Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, and (iii) obtain from the Old Collateral Agent its confirmation, in substantially the form attached hereto as Annex C, of the payment of all fees and all promissory notes or other instruments evidencing any such Pledged Indebtedness shall be endorsed expenses owing by the Pledgor, andPledgor to the Old Collateral Agent. Immediately upon receipt of the certificates representing the Pledged Shares and instruments comprising the Pledged Notes, 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 thenany, in order to better perfect each case accompanied by the Collateral Agent's security duly executed instruments of transfer or assignment 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 optionblank, the Collateral Agent's nominees name, Agent shall execute and shall be accompanied by a copy deliver its acknowledgment of receipt thereof in substantially the form attached hereto as Annex D to each 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 completeaddressees thereof.

Delivery of Pledged Collateral. UponExcept with respect to Investment Property for which a Securities Account Control Agreement has been executed in accordance with Section 3(g) hereof, each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and concurrently withto the Person to be designated by the Administrative Agent, the Discharge of Priority Lien Indebtedness, without notice or demand: (i) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliver, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or other documents, in each case evidencing or representing title to other Pledged Collateral to the Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent and all promissory notes Administrative Agent. If any Grantor shall become entitled to receive or other instruments evidencing shall receive any such Pledged Indebtedness Collateral after the date hereof, such Grantor shall be endorsed by accept the Pledgorforegoing as the agent for the Administrative Agent, andshall hold it in trust for the Administrative Agent, if necessaryshall segregate it from other property or funds of such Grantor, and shall immediately deliver the Credit Agreement Agent (which may endorse without recourse or warranty); PROVIDEDsame and all certificates, 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 instruments and other writings representing such Pledged Shares Collateral forthwith to or for the account of such Pledged Entity, the certificates evidencing those Pledged Shares shall be registered in the Collateral Administrative Agent's name or, at the Collateral address and to the Person to be designated by the Administrative Agent's option, the Collateral Agent's nominees namewhich shall be in suitable form for transfer by delivery, and or shall be accompanied by a copy duly executed instruments of transfer or assignment in blank in form satisfactory to the share register 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 Entity showing 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 Agent's name 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, at in the case of any such additional Pledged Collateral Agent's optionwith 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 Collateral Agent's nominee's nameaggregate for all such Instruments, as the registered owner of those Pledged Shares of determined by such Pledged Entity, certified by the corporate secretary of such Pledged Entity as being true and completeGrantor in good faith.

Delivery of Pledged Collateral. UponWithin thirty (30) days ------------------------------ after the end of each calendar quarter, and concurrently witheach Grantor shall deliver to the Agent, for the Discharge benefit of Priority Lien Indebtedness, without notice or demand: (i) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliverHolders, all certificates and all promissory notes and or instruments representing or evidencing the Pledged Collateral owned acquired by the Pledgor such Grantor during such calendar quarter, 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 such Pledged Collateral to shall be held by or on behalf of the Collateral Agent; Agent pursuant hereto and (ii) all such Pledged Shares 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 the Collateral Agent and all promissory notes Agent. If, during any such calendar quarter, (a) any stock dividend, reclassification, readjustment or other instruments evidencing change is declared or made in the capital structure of any such of the Subsidiaries which have issued Pledged Indebtedness 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 endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent (which may endorse without recourse or warranty); PROVIDED, that if issued in connection with the Pledged Entity's constitutive documents contain a restriction on Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the right foregoing shall be delivered to transfer its shares then, in order to better perfect the Collateral Agent's security in any such Pledged Shares Agent within thirty (30) days after the end 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, calendar quarter and shall be accompanied held by a copy 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 share register of Obligors which is not expressly permitted in the Note Purchase Agreement; provided, further, however, that any Grantor's failure to so deliver such Pledged Entity showing -------- ------- ------- property to the Collateral Agent's name or, at Agent shall in no way affect the Collateral Agent's option, the Collateral Agent's nominee's name, Lien granted thereon 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 completeherein provided.

Delivery of Pledged Collateral. Upon, and concurrently withPursuant to the terms hereof, the Discharge ---- ------------------------------ Company has endorsed, assigned and delivered to the Agent (for the benefit of Priority Lien Indebtednessthe Secured Parties) all negotiable and non-negotiable instruments (including, without notice limitation, the Pledge Collateral and any other certificated securities) and chattel paper, if any, included in the Collateral pledged by it hereunder, together with instruments of transfer or demand: assignment duly executed in blank. All negotiable or non-negotiable instruments (i) the Pledgor shall deliverincluding, or shall cause Credit Agreement Agent to deliverwithout limitation, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned and any other certificated securities) or chattel paper constituting Collateral and hereafter acquired by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral Company shall be promptly delivered to the Collateral Agent; and Agent (iifor the benefit of the Secured Parties) all such Pledged Shares 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 the Collateral 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 and all promissory notes or one or more nominees of the Secured Parties, with the issuer of such securities or other instruments evidencing any such Pledged Indebtedness shall be endorsed by appropriate book-entry facility or financial intermediary with 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 having at all times 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 obtain definitive certificates evidencing those Pledged Shares shall be registered (in the Collateral Agent's name oror in the name of one or more of its nominees) where the issuer customarily or otherwise issues certificates, at the Collateral Agent's option, the Collateral Agent's nominees name, and shall all to 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, held 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.Collateral

Delivery of Pledged Collateral. UponIf requested by Lender after the occurrence, and concurrently withduring the continuance of, the Discharge an Event of Priority Lien IndebtednessDefault, without notice or demand: (i) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliver, all certificates and all individual promissory notes and instruments evidencing the Pledged Collateral owned by shall be assigned and endorsed (on the Pledgor and all other warrants, shares and/or other securities, original shares face of stock, certificates, instruments or other documents, such promissory note in each case evidencing or representing title to other Pledged Collateral a conspicuous manner) to the Collateral Agent; and order of Lender, together with the following written indication: “This promissory note has been assigned as collateral to BANK LEUMI USA, a New York banking corporation, as Lender,” (ii) at the reasonable request of Lender, the original promissory note shall be delivered to Lender, (iii) the Lender shall be granted a first-priority Lien and security interest in such promissory note and such security interest shall be perfected by filing a UCC-1 Financing Statement in the appropriate office, (iv) the Lien and security interest granted in favor of Lender (together with the UCC-1 Financing Statement) shall, if requested by Lender and Lender deems necessary to perfect Lender’s lien and security interest thereon, be assigned to Lender in a manner reasonably acceptable to Lender, and (v) the applicable Pledgor shall give written instructions to the maker of such promissory note (with a copy thereof to Lender) to make all payments under such promissory note to the Blocked Account established and maintained by such Pledgor with Lender. All Pledged Shares and, if evidenced by certificates, all Pledged Interests shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent Lender. Each Pledgor hereby authorizes Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes or other instruments evidencing any such Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Lender shall for all purposes hereunder be endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent (which may endorse without recourse or warranty); PROVIDED, that if the considered 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 completeCollateral.

Delivery of Pledged Collateral. Upon, Upon the payment in full by the Pledgor of the Pledgor's Obligations (as defined in the Old Indenture ) under the Old Debentures and concurrently withthe Old Indenture in accordance with the provisions of the Old Indenture, the Discharge of Priority Lien Indebtedness, without notice or demand: Pledgor shall immediately (i) deliver to the Pledgor shall 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 shall 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 Credit Agreement to be delivered to the Collateral Agent to deliver, all certificates and all promissory notes and or instruments representing or evidencing the Pledged Collateral owned to be held by the Pledgor and all other warrantsit pursuant hereto, 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 Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, and (iii) obtain from the Old Collateral Agent its confirmation, in substantially the form attached hereto as Annex C, of the payment of all fees and all promissory notes or other instruments evidencing any such Pledged Indebtedness shall be endorsed expenses owing by the Pledgor, andPledgor to the Old Collateral Agent. Immediately upon receipt of the certificates representing the Pledged Shares and instruments comprising the Pledged Notes, 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 thenany, in order to better perfect each case accompanied by the Collateral Agent's security duly executed instruments of transfer or assignment 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 optionblank, the Collateral Agent's nominees name, Agent shall execute and shall be accompanied by a copy deliver its acknowledgment of receipt thereof in substantially the form attached hereto as Annex D to each 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 completeaddressees thereof.

Delivery of Pledged Collateral. Upon, and concurrently withPursuant to the terms hereof, the Discharge Company has endorsed, assigned and delivered to the Agent (f2 benefit of Priority Lien Indebtednessthe Secured Parties) all negotiable and non-negotiable instruments (including, without notice limitation, the Pledge Collateral and any other certificated securities) and chattel paper, if any, included in the Collateral pledged by it hereunder, together with instruments of transfer or demand: assignment duly executed in blank. All negotiable or non-negotiable instruments (i) the Pledgor shall deliverincluding, or shall cause Credit Agreement Agent to deliverwithout limitation, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned and any other certificated securities) or chattel paper constituting Collateral and hereafter acquired by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral Company shall be promptly delivered to the Collateral Agent; and Agent (iifor the benefit of the Secured Parties) all such Pledged Shares 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 the Collateral 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 and all promissory notes or one or more nominees of the Secured Parties, with the issuer of such securities or other instruments evidencing any such Pledged Indebtedness shall be endorsed by appropriate book-entry facility or financial intermediary with 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 having at all times 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 obtain definitive certificates evidencing those Pledged Shares shall be registered (in the Collateral Agent's name oror in the name of one or more of its nominees) where the issuer customarily or otherwise issues certificates, at all to be held as Collateral hereunder. The Company hereby acknowledges that the Collateral Agent's optionAgent and/or the Secured Parties may, the Collateral Agent's nominees namein its/their discretion, 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, appoint one or more financial institutions to act as the registered owner of those Pledged Shares of such Pledged Entity, certified by agent for the corporate secretary of such Pledged Entity as being true and complete.Agent or the

Delivery of Pledged Collateral. Upon, Subject to Section 4.1 and concurrently with, Section 4.2 of the Discharge of Priority Lien Indebtedness, without notice Loan Agreement and only to the extent any such certificates or demandinstruments exist: (ia) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliver, all certificates and all promissory notes and or instruments representing or evidencing the Pledged Collateral owned shall be delivered to and held by the Pledgor and all other warrants, shares and/or other securities, original shares or on behalf of stock, certificates, instruments or other documentsFoothill pursuant hereto (and, in each the case evidencing or representing title to other of Pledged Collateral Shares issued by any Pledged Foreign Issuer, to the Collateral Agent; extent permitted by applicable foreign law) and (ii) all such Pledged Shares 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 the Collateral Agent and all promissory notes or other instruments evidencing Foothill; (b) during any such Pledged Indebtedness Triggering Event, Foothill 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 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 shares thenname 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 order the case of Pledged Shares issued by any Pledged Foreign Issuer, any Pledgor may deliver to better perfect Foothill one or more single certificates representing both Pledged Shares and shares which are not pledged or required to be pledged hereunder (the Collateral Agent"Unpledged Shares") and that, upon any Pledgor's security 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 any 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 of such Pledged Entity, the certificates evidencing those Pledged Shares shall to cease to be registered in the Collateral Agent's name or, at the Collateral Agent's option, the Collateral Agent's nominees nameperfected, and (ii) in no event shall such Pledgor be accompanied by a copy entitled to the return of certificates representing more than the share register Excluded Foreign Portion of such any 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 completeForeign Issuer.

Delivery of Pledged Collateral. UponSuch Grantor shall, and concurrently with, promptly but in any event within [**] after acquiring any Pledged Collateral not owned on the Discharge of Priority Lien Indebtedness, without notice or demandClosing Date: (i) deliver to the Pledgor shall deliverCollateral Agent, or shall cause Credit Agreement Agent in suitable form for transfer and in form and substance reasonably satisfactory to deliverthe Collateral Agent, (A) all such Pledged Stock that is Pledged Certificated Stock, (B) all Pledged Debt Instruments and (C) all certificates and all promissory notes 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 owned 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 Pledgor 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 other warrants, shares and/or other securities, original shares of stock, such certificates, instruments or other documents, similar documents (as defined in each case evidencing or representing title to other Pledged Collateral to the Collateral Agent; and (ii) all such Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Code). Notwithstanding the Collateral Agent and all promissory notes or other instruments evidencing any such Pledged Indebtedness shall be endorsed by the Pledgor, and, if necessaryforegoing, the Credit Agreement Agent Parties (which may endorse without recourse or warranty); PROVIDED, x) shall have until the date that if is [**] following the Tranche A Closing Date to comply with the provisions of this Section 5.2(a) with regards to Pledged Entity's constitutive documents contain a restriction Certificated Stock of the Credit Parties in existence 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 nameTranche A Closing Date, and (y) shall be accompanied by a copy 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 share register of such Pledged Entity showing Credit Parties in existence on 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 completeTranche A Closing Date.

Delivery of Pledged Collateral. Upon, and concurrently withWithin thirty (30) days ------------------------------ after the end of each calendar quarter, the Discharge Grantor shall deliver to the Agent, for the benefit of Priority Lien Indebtedness, without notice or demand: (i) the Pledgor shall deliver, or shall cause Credit Agreement Agent to deliverHolders, all certificates and all promissory notes and or instruments representing or evidencing the Pledged Collateral owned acquired by the Pledgor Grantor during such calendar quarter, 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 such Pledged Collateral to shall be held by or on behalf of the Collateral Agent; Agent pursuant hereto and (ii) all such Pledged Shares 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 the Collateral Agent and all promissory notes Agent. If, during any such calendar quarter, (a) any stock dividend, reclassification, readjustment or other instruments evidencing change is declared or made in the capital structure of any such of the Subsidiaries which have issued Pledged Indebtedness 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 endorsed by the Pledgor, and, if necessary, the Credit Agreement Agent (which may endorse without recourse or warranty); PROVIDED, that if issued in connection with the Pledged Entity's constitutive documents contain a restriction on Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the right foregoing shall be delivered to transfer its shares then, in order to better perfect the Collateral Agent's security in any such Pledged Shares Agent within thirty (30) days after the end 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, calendar quarter and shall be accompanied held by a copy 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 share register of Obligors which is not expressly permitted in the Note Purchase Agreement; provided, -------- further, however, that the Grantor's failure to so deliver such Pledged Entity showing property to the Collateral Agent's name or, at ------- ------- Agent shall in no way affect the Collateral Agent's option, the Collateral Agent's nominee's name, Lien granted thereon 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 completeherein provided.