Common use of Delivery of Pledged Securities Clause in Contracts

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, Pledgee any stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the request, including, without limitation, any medallion bank guarantees (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent Pledgee the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II I and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become becomes entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent Pledgee to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent Pledgee in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (ai) Simultaneously with the execution of this Agreement, each Pledgor shall deliver Each Grantor agrees promptly to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Collateral Agent any and all Pledged Certificated Stock (the “Pledged Securities”) (A) on the Issue Date, in the case of any such Pledged Securities owned by such Grantor on the Issue Date, and related Transfer Documents(B) within thirty (30) days following the acquisition thereof by such Grantor, in the case of any such Pledged Securities acquired by such Grantor after the Issue Date. (cii) Each Grantor will cause (A) all Indebtedness of the Issuer and each Subsidiary of the Issuer that, in each case, is owing to such Grantor to be evidenced by the Global Intercompany Note, (B) the Global Intercompany Note to be pledged and delivered to the Collateral Agent pursuant to the terms hereof and (C) all Indebtedness (other than Permitted Investments) of any Person other than the Issuer or any Subsidiary of the Issuer in a principal amount of $5,000,000 or more that is owing to a Grantor to be evidenced by a promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof. (iii) Upon delivery to the Collateral Agent, (A) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor in blank and such other [[NYCORP:3422500v12:3650: 08/12/2013--08:17 PM]] instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunderso delivered, which schedule shall be deemed attached hereto as to and to supplement Schedule II 3.5 and be made a part hereof. Each , provided that failure to provide any such schedule so delivered or any error therein shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in not affect the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name validity of the Pledgee and delivered directly to the Escrow Agent to be held as pledge of any Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement)Securities. (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with On or before the execution and delivery of this Agreement, each Pledgor shall the Sellers will deliver to the Escrow AgentBuyer share certificates representing not less than 105,000 Geoglobal Shares, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with duly executed undated medallion signature guaranteed stock powers or membership interest powers duly executed in blank of attorney and with medallion bank guarantees or such other instruments and transfer documents as the Pledgee Buyer or its counsel may reasonably request require, all in form and terms satisfactory to the (“Transfer Documents”)Buyer and sufficient to permit the transfer, in the event of any obligation of Sellers to indemnify the Buyer pursuant to Section 5.3 of the Stock Purchase Agreement, of such Pledged Securities on the registers maintained by the transfer agent for the Company, free and clear of all liens, claims, encumbrances, restrictions or other notations, to be held by the Buyer pursuant to this Agreement until payment and performance in full of the Obligations. Such shares and stock powers of attorney shall be released from this Pledge Agreement at the Second Tranche Closing Date for sale to Buyer pursuant to Section 2.3 of the Share Purchase Agreement. (b) After On or before the execution Second Tranche Closing Date, the Sellers will deliver to the Buyer share certificates representing not less than 600,000 Geoglobal Shares, together with duly executed undated medallion signature guaranteed stock powers of this attorney and such other transfer documents as the Buyer or its counsel may require, all in form and terms satisfactory to the Buyer and sufficient to permit the transfer, in the event of any obligation of Sellers to indemnify the Buyer pursuant to Section 5.3 of the Stock Purchase Agreement, promptly upon any Pledgor acquiring any of such Pledged SecuritiesSecurities on the registers maintained by the transfer agent for the Company, free and any original certificates clear of all liens, claims, encumbrances, restrictions or other instruments or documents representing such Pledged Securitiesnotations, such Pledgor shall deliver or cause to be delivered held by the Buyer pursuant to this Agreement until payment and performance in full of the Escrow Agent the Pledged Securities and related Transfer DocumentsObligations. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing In the event that the Pledged Securities theretofore are uncertificated, the Sellers will cause such Pledged Securities to be deposited into a brokerage account of the Buyer, as directed by the Buyer. The Sellers acknowledges and then being pledged hereunderconfirms that at all times in which any brokerage firm or other agent for the Buyer holds or is otherwise in possession or has control or direction over the Pledged Securities, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receiveswhether certificated or not, or become entitled the transfer documentation referred to receive any other property (whether by reclassificationabove, readjustment, or other change in the capital structure of it shall hold all such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, Securities and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent to be held transfer documentation as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust agent for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement)Buyer. (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Pledgor shall deliver Each Grantor agrees promptly to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated Capital Stock, but only for so long as such Capital Stock remains uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 5.1 (it being understood that, with respect to Reino Aventura, S.A. De C.V. and related Transfer DocumentsVentas Y Servicios Al Consumidor, S.A. De C.V, such Pledged Securities shall be delivered within 30 days following the Closing Date (or such later date as consented to by the Administrative Agent in its reasonable discretion)). (b) Each Grantor will cause (i) any Indebtedness for borrowed money (other than intercompany loans referred to in clause (ii) below) having an aggregate principal amount in excess of $1,000,000 owed to such Grantor by any Person and (ii) any intercompany loans made by such Grantor to any Person that is not a Loan Party to be evidenced by a duly executed promissory note (or pursuant to a global note) that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Securities shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the such Pledged Securities theretofore and then being pledged hereunderSecurities, which schedule shall be attached hereto as Schedule II 2 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receivesAt any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or become entitled preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to receive the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged relevant Collateral, and such additional interest shall be recorded in taking any actions necessary to enable the name Administrative Agent to obtain “control” (within the meaning of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (applicable Uniform Commercial Code) with any necessary endorsement)respect thereto. (e) Such stock certificatesIn the case of each Grantor which is an Issuer, membership interest certificates, other property and Transfer Documents shall such Issuer agrees that (i) it will be held bound by the Escrow terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent until promptly in writing of the satisfaction occurrence of any of the events described in full Section 5.4(b) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.2(d) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.2(d) or 6.7 with respect to the ObligationsInvestment Property issued by it.

Delivery of Pledged Securities. (a) Simultaneously with On or prior to the execution of this AgreementClosing Date, each Pledgor shall will deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any all Pledged Securities, Chattel Paper and Instruments constituting Pledged Collateral then owned by such Pledgor. Each Pledgor agrees promptly (but in any original certificates or other instruments or documents representing event within three Business Days after receipt thereof by such Pledged Securities, such Pledgor shall Pledgor) to deliver or cause to be delivered to the Escrow Agent the any and all Pledged Securities acquired by such Pledgor after the Closing Date. (b) Each Pledgor will cause any Indebtedness for borrowed money owed to such Pledgor by any Credit Party in principal amount in excess of $25,000 to be evidenced by a duly executed promissory note that is pledged and related Transfer Documentsdelivered to the Agent pursuant to the terms hereof. (c) Upon the delivery thereof to the Agent, (i) any Pledged Security which is a Certificated Security shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and (ii) all other property comprising part of the Pledged Securities shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereundersecurities included therein, which schedule shall be attached hereto as part of Schedule II 1 and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If any Pledged Collateral is or shall become evidenced or represented by an Uncertificated Security, the Pledgors shall (i) cause the issuer to execute and deliver to the Agent an acknowledgment of the pledge of such Uncertificated Security in form and substance reasonably satisfactory to the Agent, and (ii) if necessary to perfect a Pledgor receivessecurity interest in such Uncertificated Security, cause such pledge to be recorded on the equity holder register or become entitled to receive the books of the issuer, execute any other property (whether by reclassification, readjustment, customary pledge forms or other change in documents necessary or appropriate to complete the capital structure of pledge and give the Agent the right to transfer such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in Uncertificated Security under the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement)terms hereof. (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Each Pledgor shall deliver agrees promptly to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent the JPM, promptly upon JPM's request, such certificated Pledged Securities as JPM may reasonably request, together with, as applicable, customary stock powers or other documentation required by Section 3.01(c), and related Transfer Documentsshall cause to be certificated such uncertificated Pledged Securities as JPM may reasonably request. None of the Pledgors shall permit any other party to "control" (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Securities other than JPM and other than as occurs in the ordinary course of such Pledgor's business or as contemplated by Section 7.18. (b) To the extent any indebtedness for borrowed money constitutes Pledged Securities (other than to the extent that a pledge of such promissory note or instrument would violate applicable law) the Pledgor holding such indebtedness for borrowed money shall, upon the reasonable request of JPM, cause such Indebtedness to be evidenced by a duly executed promissory note, and such Pledgor shall cause such promissory note to be pledged and delivered to JPM, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if so requested by JPM, to immediately demand payment thereunder upon the maturity of any Obligation. (c) Any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.01 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to JPM and by such other instruments and documents as JPM may reasonably request. All other property composing part of the Pledged Securities delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Securities by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as JPM may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereundersecurities, which schedule shall be attached hereto as Schedule II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously On each occasion that the outstanding principal amount of this Note is prepaid in part and reduced or paid in full, in accordance with the execution provisions of this AgreementSection 5(b) of the Note, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms a corresponding amount of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers (valued (i) as to the Class A Common Shares of CHTL held under this Pledge Agreement at $2.25 per share, and (ii) as to any shares of Series A Preferred Shares of CHTL held under this Pledge Agreement, at the $10.00 per share purchase price) shall be released by the Collateral Agent from this Pledge Agreement and delivered to the Maker, free and clear of all liens, claims and encumbrances created by such Pledge Agreement. The Collateral Agent shall deliver such of the Pledged Securities to be released from this Pledge Agreement to ASSAC, within not later than five (5) Business Days following receipt of confirmation, in a form and manner reasonably satisfactory to the Collateral Agent, that a full or membership interest powers duly executed in blank and with medallion bank guarantees partial prepayment of the Note has been made by or on behalf of ASSAC. Delivery of Pledged Collateral released from this Pledge Agreement shall be made by the Collateral Agent to the Maker, c/o Xxxxxxx Xxxx LLP at 0000 Xxxxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attn: Xxxxxxx X. Xxxxx, Esq. or such other instruments and documents person as the Pledgee may reasonably request the (“Transfer Documents”)be designated from time to time by ASSAC. (b) After In the execution event and to the extent that the Note shall not have been paid in full by the March 31, 2009 Maturity Date of the Note (unless such Maturity Date shall be extended in writing by the Payee), the amount of the Pledged Securities then being held under the terms of the Pledge Agreement which are not then subject to release and delivery to ASSAC pursuant to Section 3(a) above), shall be returned by the Collateral Agent to CHTL for cancellation and, simultaneous with such return, this Agreement, promptly upon any Pledgor acquiring any Note shall cancelled and shall be returned by the Collateral Agent to ASSAC. The Collateral Agent shall redeliver such of the Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause Collateral to be delivered to CHTL and CHTL shall deliver this Note to ASSAC, in each case, within not later than five (5) Business Days following the Escrow Agent the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name Maturity Date of the Pledgee Note or the occurrence and delivered directly continuation of an earlier “Event of Default” under the Note and following receipt of confirmation, in a form and manner reasonably satisfactory to the Escrow Agent to be held as Pledged Collateral. IfCollateral Agent, notwithstanding that the foregoing, a Pledgor receives any distribution or other property which should have entire Note has not been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement)full. (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with the execution and delivery of this AgreementAgreement or the agreement in the form of Annex I hereto, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent all certificates representing the Pledged Securities Shares owned by such Pledgor. Each Pledgor agrees immediately to deliver to the Agent or the Agent's nominee all certificates evidencing any of the Collateral which may hereafter at any time come into the possession of such Pledgor. All certificates representing Pledged Shares shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated stock powers (in the form of Exhibit B) in blank, and related Transfer Documentsaccompanied by any required transfer tax stamps, all in form and substance satisfactory to the Agent. (b) Simultaneously with the execution and delivery of this Agreement or the agreement in the form of Annex I hereto, each Pledgor shall deliver or cause to be delivered to the Agent a duly executed instruction to each Issuer of uncertificated Pledged Shares owned by such Pledgor, requesting that the pledge of the Pledged Shares granted hereunder be registered. Each Pledgor agrees immediately to deliver to the Agent or the Agent's nominee a duly executed instruction to the Issuer to register a pledge with respect to any uncertificated Capital Stock constituting Collateral which may hereafter at any time be acquired or otherwise owned by such Pledgor. All such instructions shall be in suitable form and originated by an appropriate person so as to effect a registration of the pledge, and accompanied by such additional reasonable assurances as the Issuer may request, all in form and substance satisfactory to the Agent. (c) Each delivery Upon the occurrence of Pledged Securities a Default or an Event of Default, the Agent shall be accompanied by a schedule describing have the Pledged Securities theretofore and then being pledged hereunderright, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement at any prior schedules so delivered. (d) If a Pledgor receives, or become entitled time thereafter in its discretion with notice to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, to transfer to or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded to register in the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. Ifor any of its nominees, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit all of the Pledgee, shall segregate such distribution or property form the other property or funds of Pledged Shares owned by such Pledgor. In addition, and deliver it immediately upon the occurrence of a Default or an Event of Default, the Agent shall have the right at any time thereafter to the Escrow Agent in the form received (with any necessary endorsement)exchange certificates or instruments representing or evidencing Pledged Shares into certificates or instruments of smaller or larger denominations. (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Each Pledgor shall deliver agrees promptly to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent the JPM, promptly upon JPM’s request, such certificated Pledged Securities as JPM may reasonably request, together with, as applicable, customary stock powers or other documentation required by Section 3.01(c), and related Transfer Documentsshall cause to be certificated such uncertificated Pledged Securities as JPM may reasonably request. None of the Pledgors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Securities other than JPM and other than as occurs in the ordinary course of such Pledgor’s business or as contemplated by Section 7.18. (b) To the extent any indebtedness for borrowed money constitutes Pledged Securities (other than to the extent that a pledge of such promissory note or instrument would violate applicable law) the Pledgor holding such indebtedness for borrowed money shall, upon the reasonable request of JPM, cause such Indebtedness to be evidenced by a duly executed promissory note, and such Pledgor shall cause such promissory note to be pledged and delivered to JPM, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if so requested by JPM, to immediately demand payment thereunder upon the maturity of any Obligation. (c) Any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.01 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to JPM and by such other instruments and documents as JPM may reasonably request. All other property composing part of the Pledged Securities delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Securities by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as JPM may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereundersecurities, which schedule shall be attached hereto as Schedule II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously with Within five (5) Business Days of the execution of this AgreementClosing Date, each Pledgor shall will deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any all Pledged Securities, Chattel Paper and any original certificates or other instruments or documents representing such Instruments constituting Pledged Securities, Collateral then owned by such Pledgor shall to the extent such items are required to be delivered by this Agreement. Each Pledgor agrees promptly (and in any event within ten (10) days after receipt thereof by such Pledgor) to deliver or cause to be delivered to the Escrow Agent any and all Pledged Equity Interests and Pledged Debt Securities acquired by such Pledgor after the Pledged Securities Closing Date, to the extent such items are required to be delivered by this Agreement. (b) Each Pledgor will cause any Indebtedness for borrowed money owed to such Pledgor (other than Excluded Property) in a principal amount in excess of $500,000 in the aggregate for all such Indebtedness that is evidenced by a duly executed promissory note to be pledged and related Transfer Documentsdelivered to the Agent pursuant to the terms hereof. (c) Upon the delivery thereof to the Agent, (i) any Pledged Collateral which is a Certificated Security shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor. Each delivery of Pledged Securities Collateral after the date hereof shall be accompanied by a Supplement to Pledge Agreement in the form of Exhibit B hereto (a “Supplement to Pledge Agreement”), which Supplement to Pledge Agreement shall include a schedule describing the Pledged Securities theretofore and then being pledged hereundersecurities included therein, which schedule shall be attached hereto as part of Schedule II 1 and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If any Issuer of Pledged Equity Interests (whether on the date hereof or any time after the date hereof during the effectiveness of this Agreement) is a limited liability company or a limited partnership of which the majority of the voting Equity Interests are owned by a Pledgor, then (i) such Issuer shall include, and such Pledgor receivesshall cause such Issuer to include, in its limited liability company agreement, operating agreement or become limited partnership agreement provisions that any interests in such limited liability company or limited partnership shall constitute “securities” as defined under Article 8 of the Code (and such Issuer shall not, and such Pledgor shall cause such Issuer not to, opt-out of Article 8), (ii) such Pledged Securities shall be promptly certificated and each Pledgor agrees to deliver to Agent, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by membership interest or partnership interest transfer powers executed in blank), any Certificated Securities (other than dividends or distributions which such Pledgor is entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly retain pursuant to the Escrow Agent Loan Agreement and Section 6 hereof) which may at any time or from time to be held as Pledged Collateral. If, notwithstanding time come into the foregoing, a Pledgor receives any distribution possession or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds control of such Pledgor, and deliver it immediately (iii) prior to the Escrow Agent delivery thereof to Agent, such Certificated Securities shall be held by such Pledgor in the form received (with any necessary endorsement)express trust for Agent. (e) Such stock certificatesIf any Pledged Equity Interests of any Person are or shall become evidenced or represented by an Uncertificated Security, membership the Pledgors shall (i) cause such Issuer to promptly execute and deliver to the Agent a Notice of Pledge of the pledge of such Uncertificated Security, in the form of Exhibit A hereto, (ii) if necessary to perfect a security interest certificatesin such Uncertificated Security, cause such pledge to be promptly recorded on the equity holder register or the books of such Issuer, execute any customary pledge forms or other property documents necessary or appropriate to complete the pledge and Transfer Documents give the Agent the right to transfer such Uncertificated Security under the terms hereof, and (iii) after the occurrence and during the continuation of an Event of Default, upon request by the Agent, (A) cause the organizational documents of each such Issuer to be amended to provide that such Pledged Equity Interests shall be held by treated as “securities” for purposes of the Escrow UCC and (B) cause such Pledged Equity Interests to become certificated and delivered to the Agent until in accordance with the satisfaction in full provisions of all the ObligationsSection 3(a).

Delivery of Pledged Securities. (a) Simultaneously On each occasion that the outstanding principal amount of this Note is prepaid in part and reduced or paid in full, in accordance with the execution provisions of this AgreementSection 5(b) of the Note, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms a corresponding amount of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers (valued (i) as to the Class A Common Shares of CHTL held under this Pledge Agreement at $2.25 per share, and (ii) as to any shares of Series A Preferred Shares of CHTL held under this Pledge Agreement, at the $10.00 per share purchase price) shall be released by the Collateral Agent from this Pledge Agreement and delivered to the Maker, free and clear of all liens, claims and encumbrances created by such Pledge Agreement. The Collateral Agent shall deliver such of the Pledged Securities to be released from this Pledge Agreement to ASSAC, within not later than five (5) Business Days following receipt of confirmation, in a form and manner reasonably satisfactory to the Collateral Agent, that a full or membership interest powers duly executed in blank and with medallion bank guarantees partial prepayment of the Note has been made by or on behalf of ASSAC. Delivery of Pledged Collateral released from this Pledge Agreement shall be made by the Collateral Agent to the Maker, c/o Xxxxxxx Xxxx LLP at 0000 Xxxxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attn: Xxxxxxx X. Xxxxx, Esq. or such other instruments and documents person as the Pledgee may reasonably request the (“Transfer Documents”).be designated from time to time by ASSAC (b) After In the execution event and to the extent that the Note shall not have been paid in full by the March 31, 2009 Maturity Date of the Note (unless such Maturity Date shall be extended in writing by the Payee), the amount of the Pledged Securities then being held under the terms of the Pledge Agreement which are not then subject to release and delivery to ASSAC pursuant to Section 3(a) above), shall be returned by the Collateral Agent to CHTL for cancellation and, simultaneous with such return, this Agreement, promptly upon any Pledgor acquiring any Note shall cancelled and shall be returned by the Collateral Agent to ASSAC. The Collateral Agent shall redeliver such of the Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause Collateral to be delivered to CHTL and CHTL shall deliver this Note to ASSAC, in each case, within not later than five (5) Business Days following the Escrow Agent the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name Maturity Date of the Pledgee Note or the occurrence and delivered directly continuation of an earlier “Event of Default” under the Note and following receipt of confirmation, in a form and manner reasonably satisfactory to the Escrow Agent to be held as Pledged Collateral. IfCollateral Agent, notwithstanding that the foregoing, a Pledgor receives any distribution or other property which should have entire Note has not been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.full

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Pledgor shall deliver Each Grantor agrees promptly to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent Administrative Agent, for the benefit of the Lenders, any and all Pledged Securities (other than any uncertificated Capital Stock, but only for so long as such Capital Stock remains uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 5.1. (b) Each Grantor will cause (i) any Indebtedness for borrowed money (other than intercompany loans referred to in clause (ii) below) having an aggregate principal amount in excess of $1,000,000 owed to such Grantor by any Person and related Transfer Documents(ii) any intercompany loans made by such Grantor to any Person that is not a Loan Party to be evidenced by a duly executed promissory note (or pursuant to a global note) that is pledged and delivered to the Administrative Agent, for the benefit of the Lenders, pursuant to the terms hereof. (c) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Securities shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the such Pledged Securities theretofore and then being pledged hereunderSecurities, which schedule shall be attached hereto as Schedule II 2 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receivesAt any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or become entitled preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to receive the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged relevant Collateral, and such additional interest shall be recorded in taking any actions necessary to enable the name Administrative Agent to obtain “control” (within the meaning of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (applicable Uniform Commercial Code) with any necessary endorsement)respect thereto. (e) Such stock certificatesIn the case of each Grantor which is an Issuer, membership interest certificates, other property and Transfer Documents shall such Issuer agrees that (i) it will be held bound by the Escrow terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent until promptly in writing of the satisfaction occurrence of any of the events described in full Section 5.4(b) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.2(d) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.2(d) or 6.7 with respect to the ObligationsInvestment Property issued by it.

Delivery of Pledged Securities. (a) Simultaneously with the execution of this Agreement, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with three (3) stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or and any other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to the Escrow Agent the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional interest or other property shall constitute Pledged Collateral, and such additional interest or other property shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent Pledgee to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent Pledgee in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent Pledgee until the satisfaction in full of all the Obligations.

Delivery of Pledged Securities. (a) Simultaneously On each occasion that the outstanding principal amount of this Note is prepaid in part and reduced or paid in full, in accordance with the execution provisions of this AgreementSection 5(b) of the Note, each Pledgor shall deliver to the Escrow Agent, and the Escrow Agent shall hold in escrow pursuant to the terms a corresponding amount of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers (13 shares of Chinacomm Cayman held under this Pledge Agreement for each $1.00 of principal reduction on the Note) shall be released by the Collateral Agent from this Pledge Agreement and delivered to the CHTL, free and clear of all liens, claims and encumbrances created by such Pledge Agreement. The Collateral Agent shall deliver such of the Pledged Securities to be released from this Pledge Agreement to CHTL, within not later than five (5) Business Days following receipt of confirmation, in a form and manner reasonably satisfactory to the Collateral Agent, that a full or membership interest powers duly executed in blank and with medallion bank guarantees partial prepayment of the Note has been made by or other instruments and documents as on behalf of CHTL. Delivery of Pledged Collateral released from this Pledge Agreement shall be made by the Pledgee may reasonably request Collateral Agent to the (“Transfer Documents”)CHTL. (b) After In the execution event and to the extent that the Note shall not have been paid in full by the March 9, 2010 Maturity Date of this Agreementthe Note (unless such Maturity Date shall be extended in writing by the Payee), promptly upon any Pledgor acquiring any the amount of the Pledged SecuritiesSecurities then being held under the terms of the Pledge Agreement which are not then subject to release and delivery to CHTL pursuant to Section 3(a) above), shall be returned by the Collateral Agent to TCP and, simultaneous with such return, the Note shall cancelled and any original certificates or other instruments or documents representing shall be returned by the Collateral Agent to CHTL. The Collateral Agent shall redeliver such of the Pledged Securities, such Pledgor shall deliver or cause Collateral to be delivered to TCP and TCP shall deliver the Escrow Agent Note to CHTL, in each case, within not later than five (5) Business Days following the Pledged Securities and related Transfer Documents. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name Maturity Date of the Pledgee Note or the occurrence and delivered directly continuation of an earlier “Event of Default” under the Note and following receipt of confirmation, in a form and manner reasonably satisfactory to the Escrow Agent to be held as Pledged Collateral. IfCollateral Agent, notwithstanding that the foregoing, a Pledgor receives any distribution or other property which should have entire Note has not been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.full

Delivery of Pledged Securities. Maintenance of ---------------------------------------------- Securities Account. ------------------ (a1) Simultaneously Upon the Securities Intermediary's acquisition of Pledged Securities or Security Entitlements thereto, the Securities Intermediary shall promptly make appropriate book entries indicating that the Trustee is the sole "Entitlement Holder" (as defined in UCC (S) 8-102(a)(7)) with respect to all Pledged Collateral that constitutes Securities Entitlements. Subject to the other terms and conditions of this Security Agreement, all funds or other property held by the Trustee under this Security Agreement shall be held in the Securities Account and be subject to the Trustee's exclusive dominion and control (including "control" as defined in UCC (S) 9- 115(l)(e)), for the benefit of the Trustee and for the ratable benefit of the Holders of the Notes, and segregated from all other funds or other property otherwise held by the Trustee. (2) The Securities Intermediary shall cause all securities or other property underlying any Financial Assets credited to the Securities Account, including, without limitation, all Pledged Securities, to be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Financial Asset credited to the Securities Account be registered in the name of, payable to the order of, or specially endorsed to the Pledgor, unless it has been specially endorsed to the Securities Intermediary or in blank. (3) So long as no Event of Default has occurred and is continuing, as between the Pledgor and the Trustee the Trustee agrees to pass on to the Securities Intermediary the Pledgor's instructions with respect to the selection of Government Notes to be held in the Securities Account. The Securities Intermediary agrees to comply with the instructions of the Trustee with respect to the selection of the Government Notes to be held in the Securities Account. (4) The Securities Intermediary shall not disburse or dispose of any Pledged Collateral except in accordance with the terms hereof. (5) Concurrently with the execution and delivery of this Security Agreement, the Trustee and the Securities Intermediary are delivering to the Pledgor and to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation (an affiliate of Credit Suisse First Boston Corporation), Chase Securities Inc., BNP Paribas Securities Corp. and UBS Warburg LLC, as the Notes' initial purchasers, a certificate, in the form of Exhibit A hereto, duly executed by an officer of each of the Trustee and the Securities Intermediary, confirming that (i) the Trustee has established and will maintain the Securities Account with the Securities Intermediary, and (ii) the Securities Intermediary has received the Interest Reserve, has used the Interest Reserve to acquire Pledged Securities or a Securities Entitlement thereto, and has credited the same to the Securities Account, in accordance with this Security Agreement. (6) Concurrently with the execution and delivery of this Security Agreement, the Pledgor shall deliver to the Escrow AgentTrustee executed copies of proper financing statements, and which the Escrow Agent Trustee shall hold in escrow pursuant to the terms of this Agreement, stock certificates, membership interest certificates or other certificated securities made out in favor of such Pledgor representing the Pledged Securities together with stock powers or membership interest powers duly executed in blank and with medallion bank guarantees or other instruments and documents as the Pledgee may reasonably request the (“Transfer Documents”). (b) After the execution of this Agreement, promptly upon any Pledgor acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall deliver or cause to be delivered to duly filed in the Escrow Agent office of the Secretary of State of New York, the Clerk of Albany County and the Secretary of State of the State of Delaware, covering the Pledged Securities and related Transfer DocumentsCollateral described in this Security Agreement. (c) Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. (d) If a Pledgor receives, or become entitled to receive any other property (whether by reclassification, readjustment, or other change in the capital structure of such Pledgor, or in any other manner), such additional or other property shall constitute Pledged Collateral, and such additional interest shall be recorded in the name of the Pledgee and delivered directly to the Escrow Agent to be held as Pledged Collateral. If, notwithstanding the foregoing, a Pledgor receives any distribution or other property which should have been paid or delivered directly to the Pledgee or which was paid to such Pledgor in violation of this Section 2, such Pledgor shall receive the distribution or property in trust for the benefit of the Pledgee, shall segregate such distribution or property form the other property or funds of such Pledgor, and deliver it immediately to the Escrow Agent in the form received (with any necessary endorsement). (e) Such stock certificates, membership interest certificates, other property and Transfer Documents shall be held by the Escrow Agent until the satisfaction in full of all the Obligations.