Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned certificates, promissory notes and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement“Transfer Materials”), all in form and substance reasonably satisfactory to the case Collateral Agent. If any Collateral consists of any uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Pledged Securities acquired securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such Grantor after securities without further consent by the date hereofPledgors. (b) Upon delivery to the Administrative AgentIf any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any Pledged Securities shall be accompanied by undated certificate representing a stock powers duly executed by the applicable Grantor dividend or distribution in blank connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and instrument, (ii) all option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property comprising part or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and segregate it from such Pledgor’s other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, property and shall supplementdeliver it forthwith to the Collateral Agent in the exact form received, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required together with appropriate Transfer Materials, to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor’s being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Certificated Securities, Tangible Chattel Paper or cause to Instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery pursuant hereto to the Administrative Agentextent required by the First Lien Credit Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to Tangible Chattel Paper or an Instrument if the Fair Market Value of such Tangible Chattel Paper or Instrument as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "PLEDGE AMENDMENT"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. Pledgor represents that the Collateral is non- certificated, and Pledgor shall cause Access Point (aor its designated custodian, nominee or other designee) Each Grantor agrees to deliver become the registered holder of the Collateral, or cause each issuer of such securities to agree that it will comply with instructions originated by Access Point (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. In the event that any promissory notes, certificates and or other instruments shall, at any time in the future, constitute Collateral or otherwise required to be pledged to Access Point pursuant to the terms of this Agreement (the “Additional Collateral”), such promissory notes, certificates or other instruments shall be delivered to the Administrative Agent any Access Point promptly upon receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and all Pledged Securities (i) on the date hereof, instruments shall be held by Access Point pursuant hereto and shall be delivered in the case of any such Pledged Securities owned suitable form for transfer by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment or undated transfer powers executed in blank, all in form and substance reasonably satisfactory to Access Point. If any Collateral, now or in the Administrative Agent and by future, consists of securities entitlements, Pledgor shall transfer such securities entitlements to Access Point (or its designated custodian, nominee or other instruments and documents as the Administrative Agent may reasonably request and (iidesignee) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by or cause the applicable Grantor in blank and such securities intermediary to agree that it will comply with entitlement orders by Access Point (or its designated custodian, nominee or other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (cdesignee) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held consent by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.Pledgor. ​

Delivery of the Collateral. Subject to the terms of any applicable Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (aother than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) Each Grantor agrees shall be promptly delivered (or otherwise delivered within the time periods required by the Term Loan Credit Agreement with respect to deliver any delivery in connection with the formation or cause acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement) of any Subsidiary) to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Term Loan Credit Agreement (provided that any Collateral required to be delivered other than in connection with the formation or acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement and Section 9(b) of this Agreement) of any Subsidiary shall not be required to be delivered prior to the Administrative Agent any and all Pledged Securities (i) on end of the date hereof, in the case of any fiscal quarter during which such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Collateral was acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agentany Pledgor). Such Collateral shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or required by such other instruments and documents as law), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral shall be accompanied Agent or any of its nominees any or all of the Pledged Shares. Subject to the terms of any applicable Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by undated proper instruments of assignment duly executed by it with respect to Pledged Shares registered in the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity name of such pledge Pledgor. After the occurrence and during the continuance of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) an Event of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed Default and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions terms of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party theretoapplicable Intercreditor Agreement, the security interests created hereunder in such Collateral securing Agent shall have the Obligations shall, automatically and without further action, be governed by, subject right to exchange the provisions of, and deemed certificates representing Pledged Shares held by the Administrative Agent under, the Pledge Agreement it for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at certificates of smaller or larger denominations for any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, purpose consistent with this Agreement.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees to promptly (and in any event within 30 days (or such longer time period as may be acceptable to the Collateral Agent)) deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereofSecurities, and any and all certificates or other instruments or documents representing the Collateral (ii) promptly after the acquisition thereof (and, in any event, as other than with respect to Indebtedness not required under the Credit Agreementto be evidenced by a promissory note or delivered pursuant to Section 3(b), in the case of any such Pledged Securities acquired by such Grantor after the date hereof). (b) Upon delivery Each Pledgor will cause any Indebtedness for borrowed money owed to such Pledgor by any Subsidiary of Borrower (other than by a Non-Loan Party, unless Indebtedness owed by any Non-Loan Party to such Pledgor exceeds, individually or in the aggregate,$10,000,000) to be evidenced by a duly executed promissory note that is pledged and promptly (and in any event within 30 days (or such longer time period as may be acceptable to the Administrative Collateral Agent, (i)) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory delivered to the Administrative Collateral Agent and by such other instruments and documents as pursuant to the Administrative Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part terms hereof; provided that failure the Pledgors shall not be obligated to provide any such schedule deliver promissory notes that do not exceed $10,000,000 in the aggregate. It being understood that the execution and delivery of a global Intercompany Note listed on Schedule II hereto shall satisfy the requirement of this Section 3(b). For the avoidance of doubt, intercompany Indebtedness attributable to intercompany cash management agreements shall not affect the validity of such pledge of such Pledged Securitiesneed to be evidenced by a promissory note pursuant to this Section 3(b). (c) If any Equity Interests now or hereafter acquired by any Pledgor constituting Pledged Stock are uncertificated, such Pledgor shall promptly notify the Borrower or Collateral Agent thereof and (1) in the case of any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required Pledged Stock pledged by a Pledgor organized under the laws of Tennessee, shall and (2) in each other case, shall use commercially reasonable efforts to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless cause the Pledge Agreement has previously been executed and delivered, organizational documents of the Borrower will promptly execute and deliver, and cause each issuer of such Guarantor Equity Interests (other than any issuer that is a corporation) to execute and deliver, be amended to provide that such Equity Interests shall be treated as “securities” for purposes of the Pledge Agreement, UCC and (ii) the Borrower or cause such GuarantorsEquity Interests to be certificated. If, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunderclause (2) pledge after using commercially reasonable efforts such Principal Property Collateral Pledgor is not able to have such Equity Interests certificated, such Pledgor shall pursuant to an agreement in form and substance satisfactory to the Administrative Collateral Agent, either (x) cause the issuer thereof to agree to comply with instructions from the Collateral Agent in accordance with the provisions of the Pledge Agreement as to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateralsuch Equity Interests, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further actionconsent of any Pledgor or such nominee, be governed by, subject or (y) arrange for the Collateral Agent to become the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as registered owner of such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementEquity Interests.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Instruments, Certificated Securities or cause to Tangible Chattel Paper, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on pursuant hereto to the date hereof, in the case of any such Pledged Securities owned extent required by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement)Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to an Instrument or Tangible Chattel Paper if the Fair Market Value of such Instrument or Tangible Chattel Paper as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees On or prior to deliver or the Pledge Date, the Pledgor shall cause the Collateral Shares to become certificated in such denominations as specified by the Required Investors prior to the Pledge Date. On the Pledge Date, the Pledgor shall cause all certificates representing the Collateral Shares shall be duly endorsed in pledge and in blank to facilitate (i) the removal of the pledge and (ii) the title transfer under what is commonly referred to as a "triangle chop" endorsement, and shall be delivered to the Administrative Collateral Agent, together with evidence in form and substance satisfactory to the Collateral Agent of due registration of the pledge created hereunder with UMC's transfer agent. On or prior to the Pledge Date, if the Pledgor shall receive after the date hereof and prior to the Pledge Date, by virtue of the Pledgor's being or having been an owner of any and all Pledged Securities Collateral, any (A) security, promissory note, chattel paper or other instrument or any other Financial Asset or any other property, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (B) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, or (C) any dividends or distributions, including, without limitation, (i) on by way of a stock-split, recapitalization or other similar event, (ii) dividends or other distributions in connection with a partial or total liquidation or dissolution, (iii) dividends payable in connection with a redemption of or exchange for any Collateral or (iv) dividends payable in connection with a reduction of capital, capital surplus or paid-in surplus, the date hereofPledgor shall receive the same in trust for the benefit of the Investors, shall segregate the same from the Pledgor's other property and shall take all actions necessary to have the same pledged to the Investors and to have all instruments related thereto delivered to the Collateral Agent (in the case of any such Pledged Securities owned by such Grantor on the date hereofcertificated security or promissory note, and (ii) promptly after the acquisition thereof (andchattel paper, in any event, as required under the Credit Agreement)instrument or Financial Asset, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery exact form received, to the Administrative Agentextent feasible, (i) and, if not feasible, in as similar form as is possible, with any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereundernecessary endorsements affixed thereon), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.as

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities (i) on the date hereof, in the case delivery of any such Pledged Securities owned by such Grantor on the date hereofthis Agreement, and in all cases shall be deemed to be held pursuant to this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (iithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly after upon receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by the acquisition thereof Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Pledgor shall cause the Collateral Agent (andor its designated custodian, in nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. If any eventCollateral consists of security entitlements, as required under Pledgor shall transfer such security entitlements to the Credit Agreement)Collateral Agent (or its designated custodian, in nominee or other designee) or cause the case of any such Pledged Securities acquired applicable securities intermediary to agree that it will comply with entitlement orders originated by such Grantor after the date hereofCollateral Agent (or its designated custodian, nominee or other designee) without further consent by Pledgor. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 hereof with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower Pledgor shall receive, by virtue of such Pledgor’s being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or such Guarantorsbenefit of the Collateral Agent, as the case may be, will (subject shall segregate it from Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Agent Buyer on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Buyer pursuant to the terms of this Agreement or the Securities Purchase Agreement (the “Additional Collateral”) shall be delivered to the Buyer promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by the Buyer pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Buyer. If any and all Pledged Securities Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, at the request of Buyer, the Pledgor shall cause the Buyer (ior its designated custodian, nominee or other designee) on to become the date hereofregistered holder thereof, in or cause each issuer of such securities to agree that it will comply with instructions originated by the case Buyer (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Collateral consists of any securities entitlements, the Pledgor shall transfer such Pledged Securities owned securities entitlements to the Buyer (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Grantor on the date hereofBuyer (or its designated custodian, and (iinominee or other designee) promptly after without further consent by the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgor. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by the Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by the applicable Grantor Pledgor, in blank or other undated instruments substantially the form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Buyer, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and by such other instruments the Securities Purchase Agreement, which Pledge Amendment shall from and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably requestSchedule I hereto. Each delivery of Pledged Securities Pledgor hereby authorizes the Buyer to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment shall be accompanied by a schedule describing such securities, which schedule for all purposes hereunder constitute Collateral and the Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesAdditional Collateral. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) Pledgor shall receive, by virtue of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after Pledgor’s being or having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Borrower Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such Guarantorsstock certificate, as promissory note, instrument, option, right, payment or distribution in trust for the case may bebenefit of the Buyer, will (subject shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Buyer in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long Buyer as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that warranties set forth in Section 5 with respect to such Additional Collateral as of the date of the Pledge Amendment. The failure to provide receive any such schedule hereto Pledge Agreement shall not adversely affect the validity of such pledge of such Pledged SecuritiesCollateral Agent's rights under this Agreement. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor Guarantor has, prior to the Restructuring Date, delivered to the First Lien Collateral Agent all of the Pledged Stock owned by it on such date (with the First Lien Collateral Agent to hold same as Bailee on and after the Restructuring Date to the extent the same remains outstanding) and agrees promptly to deliver or cause to be delivered on and after the Restructuring Date to the Administrative Agent Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent), for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Stock then or thereafter acquired by such Grantor after the date hereofit. (b) Upon delivery to the Administrative Bailee or Collateral Agent, as the case may be, (i) any Pledged Securities Stock required to be delivered pursuant to the foregoing paragraph (a) of this Section 3.02 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 Administrative Agent Bailee or Collateral Agent, as the case may be, and by such other instruments and documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request and (ii) all other property comprising part of the Collateral 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 Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Guarantor and such other instruments or documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request. Each delivery of Pledged Securities Stock shall be accompanied by a schedule describing such the securities, which schedule shall be deemed attached to, hereto as Schedule I and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesStock. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement“Transfer Materials”), all in form and substance reasonably satisfactory to the case Collateral Agent. If any Collateral consists of any uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Pledged Securities acquired securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such Grantor after securities without further consent by the date hereofPledgors. (b) Upon delivery to the Administrative AgentIf any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any Pledged Securities shall be accompanied by undated certificate representing a stock powers duly executed by the applicable Grantor dividend or distribution in blank connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and instrument, (ii) all option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property comprising part or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received, together with appropriate Transfer Materials, to be accompanied by undated proper instruments of assignment duly executed held by the applicable Grantor in blank Collateral Agent as Collateral and such other instruments or documents as further collateral security for the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesObligations. (c) If If, from time to time, the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) Company redeems at least 20% of the definition aggregate original principal amount of Excluded the Notes, the Collateral (including as a result Agent shall return to the holders of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each Shares 20% of such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligationsshares on a pro rata basis. (d) If the Notes become exchangeable, the Company shall prepare, and, as soon as practicable, but in no event later than the sixty (60) calendar days after the Notes become exchangeable into Common Stock, file with the SEC, a Registration Statement on Form SB-2 (or such other form as may be available) covering the resale of at any time Pledged Securities previously pledged least 2,593,847 shares of Common Stock in addition to the Exchange Shares and Warrant Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than ninety (90) calendar days after the date the Registration Statement is filed with the SEC. By 9:30 a.m. on the Business Day following such date, the Company shall file with the SEC in accordance with Rule 424 under this Agreement become Principal Property Collateralthe 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. (e) Upon the earlier of the effectiveness of the registration statement described in Section 4(c) or full satisfaction of the Company's obligations under the Notes, then the Borrower will promptly Company shall notify the Administrative Collateral Agent thereof and at in writing. Upon receipt of such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property notice or if it becomes publicly known to Collateral has become party theretoAgent, the security interests created hereunder in such Collateral securing Agent shall return the Obligations shallPledged Shares, automatically and without further actiontogether with the relevant Transfer Materials, be governed by, subject to the provisions ofrespective Pledgors, and deemed held by all rights of the Administrative Agent underPledgee in the Pledged Shares shall terminate. Notwithstanding anything herein to the contrary, upon full satisfaction of the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations Company's obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property CollateralNotes, then such security interests Pledgee's interest in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions ofPledged Shares, and deemed held by the Administrative Agent underif any, this Agreementshall terminate.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Certificated Securities, Tangible Chattel Paper or cause to Instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (ior its agent, designee or bailee) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery pursuant hereto to the Administrative Agentextent required by the Second Lien Credit Agreement or any Additional Second Lien Agreement then in effect and shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to Tangible Chattel Paper or an Instrument if the Fair Market Value of such Tangible Chattel Paper or Instrument as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), subject to the Administrative Agent may reasonably request and (ii) all other property comprising part terms of the First Lien/Second Lien Intercreditor Agreement to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, subject to the terms of the First Lien/Second Lien Intercreditor Agreement, each Pledgor will promptly give to the Collateral Agent (or its agent, designee or bailee) copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, subject to the terms of the First Lien/Second Lien Intercreditor Agreement, the Collateral Agent (or its agent, designee or bailee) shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Administrative Collateral Agent any and all Pledged Securities Securities, and any and all certificates or other instruments or documents representing the Collateral (i) on the date hereof, including in the case of the mortgage over the Irish Shares referred to above a stock transfer form executed in blank by Terex in a form satisfactory to the Collateral Agent). (b) Each Pledgor will cause any such Indebtedness (except for any intercompany Indebtedness not evidenced by notes and subordinated by its terms to the payment of the Obligations) for borrowed money owed to the Pledgor by any person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms thereof. (c) Notwithstanding anything to the contrary contained in this Section 2 or Section 1 hereof, if any Pledged Securities (whether now owned by such Grantor on or hereafter acquired) are uncertificated securities, the date hereofrespective Pledgor shall promptly notify the Collateral Agent thereof, and shall promptly take all actions required to perfect the security interest of the Collateral Agent under applicable law (ii) promptly after the acquisition thereof (andincluding, in any event, under Section 9-115 of the New York UCC, if applicable). Each Pledgor further agrees to take such actions as required under the Credit Agreement)Collateral Agent deems reasonably necessary or desirable to effect the foregoing and to permit the Collateral Agent to exercise any of its rights and remedies hereunder, in and agrees to provide an opinion of counsel reasonably satisfactory to the case Collateral Agent (which may be counsel employed by Terex) with respect to the creation and perfection of any such pledge of uncertificated Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably promptly upon request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesAgent. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Administrative Agent (or subject to the terms of the Intercreditor Agreement, the Term Loan Agent) any and all Pledged Securities (i) on the date hereofcertificates with respect to Equity Interests, notes or other securities in excess of a face amount of $500,000 now or hereafter included in the case of Collateral, including all certificates, instruments or other documents representing or evidencing any such Collateral (the “Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit AgreementSecurities”), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor will cause any Indebtedness for borrowed money in excess of $500,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Agent pursuant to the terms thereof. (c) Upon delivery to the Administrative Agent (or subject to the terms of the Intercreditor Agreement, the Term Loan Agent), (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. The initial Pledged Securities are described on Scheduled II hereto. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such securitiesthe additional securities and the initial Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule IV II and be made a part hereofthereof; provided that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to: (i) in the case of Collateral constituting Certificated Securities, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian, such Collateral to be in suitable form for transfer by delivery, or accompanied by undated instruments of transfer or assignment duly executed in blank; (ii) in the case of Collateral constituting Uncertificated Securities, (A) register the same on the books and records of the issuer thereof in the name of the Collateral Agent or its nominee or custodian (who may not be a Securities Intermediary) or (B) cause the issuer thereof to execute and deliver an effective agreement, substantially in form reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees that it will comply with instructions originated by the Collateral Agent or such nominee or custodian without further consent of the registered owner of such Collateral or any other Person; (iii) in the case of Collateral constituting Security Entitlements or other Financial Assets deposited in or credited to a Securities Account, (A) complete all actions necessary to constitute the Collateral Agent or its nominee or custodian the entitlement holder with respect to each such Security Entitlement or (B) cause the relevant Securities Intermediary to execute and deliver an effective control agreement pursuant to which such Securities Intermediary agrees to comply with all entitlement orders originated by the Collateral Agent or such nominee or custodian without further consent by the relevant entitlement holder or any other Person; (iv) in the case of Equity Interests which do not constitute Securities, (A) comply with the provisions of clause (i) above for each such item of Collateral which is represented by a certificate and (B) comply with the provisions of clause (ii) above for each such item of Collateral which is not evidenced by a certificate; (v) in the case of cash, comply with the provisions of Section 5.14 of the Credit Agreement; and (vi) upon the Collateral Agent’s request, in each case perform or cause the performance of such additional or alternative procedures as may hereafter become appropriate to grant control of, or otherwise perfect a security interest in, any Collateral in favor of the Collateral Agents or their nominee or custodian, consistent with changes in Applicable Law, including the Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases, or regulations or the interpretation thereof. Notwithstanding the foregoing, Bank of America, N.A., as collateral agent under the Prepetition Credit Facilities, currently holds the Pledged Securities listed on Schedule II hereto. As promptly as practicable, but in no event later than ten (10) days of the Effective Date, the Pledgors shall deliver the Pledged Securities constituting Certificated Securities to the Collateral Agent pursuant to Section 2(a)(i) hereof. (b) After the Effective Date, 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 Administrative Collateral Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions applicable requirements of the Pledge Agreement to secure the Shared Pledge ObligationsParagraph 2(a) hereof. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any and all Pledged Securities (i) on or prior to the date hereofof execution and delivery of this Agreement. All other promissory notes, in certificates and instruments constituting Collateral from time to time or required to be pledged to the case Collateral Agent pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral 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 such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor Guarantor has, prior to the Restructuring Date, delivered to the First Lien Collateral Agent all of the Pledged Stock owned by it on such date (with the First Lien Collateral Agent to hold same as Bailee on and after the Restructuring Date to the extent the same remains outstanding) and agrees promptly to deliver or cause to be delivered on and after the Restructuring Date to the Administrative Agent Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent), for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Stock then or thereafter acquired by such Grantor after the date hereofit. (b) Upon delivery to the Administrative Bailee or Collateral Agent, as the case may be, (i) any Pledged Securities Stock required to be delivered pursuant to the foregoing paragraph (a) of this Section 3.02 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 Administrative Agent Bailee or Collateral Agent, as the case may be, and by such other instruments and documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request and (ii) all other property comprising part of the Collateral 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 Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Guarantor and such other instruments or documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request. Each delivery of Pledged Securities Stock shall be accompanied by a schedule describing such the securities, which schedule shall be deemed attached to, hereto as SCHEDULE I and shall supplement, Schedule IV and be made a part hereof; provided PROVIDED that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesStock. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. Subject to the terms of any applicable Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (aother than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) Each Grantor agrees shall be promptly delivered (or otherwise delivered within the time periods required by the ABL Credit Agreement with respect to deliver any delivery in connection with the formation or cause acquisition (within the meaning of Section 6.12 of the ABL Credit Agreement) of any Subsidiary) to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the ABL Credit Agreement (provided that any Collateral required to be delivered other than in connection with the formation or acquisition (within the meaning of Section 6.12 of the ABL Credit Agreement and Section 9(b) of this Agreement) of any Subsidiary shall not be required to be delivered prior to the Administrative Agent any and all Pledged Securities (i) on end of the date hereof, in the case of any fiscal quarter during which such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Collateral was acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agentany Pledgor). Such Collateral shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or required by such other instruments and documents as law), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral shall be accompanied Agent or any of its nominees any or all of the Pledged Shares. Subject to the terms of any applicable Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by undated proper instruments of assignment duly executed by it with respect to Pledged Shares registered in the applicable Grantor in blank 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 such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity name of such pledge Pledgor. After the occurrence and during the continuance of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) an Event of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed Default and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions terms of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party theretoapplicable Intercreditor Agreement, the security interests created hereunder in such Collateral securing Agent shall have the Obligations shall, automatically and without further action, be governed by, subject right to exchange the provisions of, and deemed certificates representing Pledged Shares held by the Administrative Agent under, the Pledge Agreement it for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at certificates of smaller or larger denominations for any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, purpose consistent with this Agreement.

Delivery of the Collateral. (a) Each Grantor The Borrower agrees promptly (and in any event, (i) on the Closing Date, with respect to any Pledged Securities in existence on the date hereof and (ii) by the date required pursuant to Section 5.11 of the Credit Agreement (or such longer period as the Administrative Agent may agree in its sole discretion), with respect to any Pledged Securities acquired after the date hereof) to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities Securities. (ib) on The Borrower will cause any Indebtedness for borrowed money owed to the date hereof, in Borrower by any Domestic Subsidiary (except to the case of any extent such Pledged Securities owned Indebtedness constitutes Excluded Property) to be evidenced by such Grantor on a duly executed promissory note that is pledged and delivered to the date hereof, and (ii) promptly after Administrative Agent pursuant to the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date terms hereof. (bc) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably requestBorrower. Each delivery of Pledged Securities shall be accompanied by a schedule describing such the securities, which schedule shall be deemed attached to, hereto as Schedule I and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide 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. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement“Transfer Materials”), all in form and substance reasonably satisfactory to the case Collateral Agent. If any Collateral consists of any uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Pledged Securities acquired securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such Grantor after securities without further consent by the date hereofPledgors. (b) Upon delivery to the Administrative AgentIf any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any Pledged Securities shall be accompanied by undated certificate representing a stock powers duly executed by the applicable Grantor dividend or distribution in blank connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and instrument, (ii) all option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property comprising part or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and segregate it from such Pledgor’s other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, property and shall supplementdeliver it forthwith to the Collateral Agent in the exact form received, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required together with appropriate Transfer Materials, to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and (ii) promptly after the acquisition thereof (and, shall be delivered in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired suitable form for transfer by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral as of the date of the Pledge Amendment. If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer 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 Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank 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 such securitiesblank, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Administrative Collateral Agent (or subject to the terms of the Intercreditor Agreement, the ABL Collateral Agent) any and all Pledged Securities (i) on the date hereofcertificates with respect to Equity Interests, notes or other securities in excess of a face amount of $500,000 now or hereafter included in the case of Collateral, including all certificates, instruments or other documents representing or evidencing any such Collateral (the “Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit AgreementSecurities”), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor will cause any Indebtedness for borrowed money in excess of $500,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms thereof. (c) Upon delivery to the Administrative Collateral Agent (or subject to the terms of the Intercreditor Agreement, the ABL Collateral Agent), (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or other undated instruments of transfer satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments or documents as the Administrative Collateral Agent may reasonably request. The initial Pledged Securities are described on Scheduled II hereto. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such securitiesthe additional securities and the initial Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule IV II and be made a part hereofthereof; provided that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.