Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgor, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgor, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for PledgorXxxxxxx’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor Xxxxxxx and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Xxxxxx shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgor, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case interest endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”"ASSIGNMENT OF INTEREST"), in the form set forth on Exhibit B1-B3 EXHIBIT B hereto, for Pledgor’s the Xxxxxxxx Owner for the Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on such Pledgor’s 's Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers transfer endorsed by Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to LenderAgent. Upon the occurrence and during the continuance of an Event of Default, Lender Agent shall have the right, at any time, in its discretion upon written notice to Pledgordiscretion, to transfer to or to register in the name of Lender Agent or its nominee any or all of the Collateral. Prior to or concurrently Concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver is delivering to Lender (i) Agent with respect to a Pledged Entity that is a limited liability company, each Owner an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor interest in blank (each, as applicable, an the “Assignment of Interest”), in the form set forth on Exhibit B1-B3 A-1 hereto, for Pledgor’s the Pledged Interests, transferring all of such the Pledged Interests in blank, as security for the Loan, duly executed by Pledgor and undated. Lender Concurrently with the execution and delivery of this Agreement, Owner is delivering to Agent an application for transfer of interests (the “Application for Transfer”), in the form set forth on Exhibit A-2 hereto, applying for the transfer of the Pledged Interests, duly executed by each Owner and undated. Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s each Assignment of InterestInterest and Application for Transfer, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Agent shall have the right at any time to exchange any each Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All Subject to the terms of the Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (other than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) shall be promptly delivered (or otherwise delivered within the time periods required by the Credit Agreement with respect to any delivery in connection with the formation or acquisition (within the meaning of Section 6.12 of the Collateral shall be delivered Credit Agreement) of any Subsidiary) to and held by or on behalf of Lender the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Credit Agreement and Section 9(b) of this 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 Credit Agreement) of any Subsidiary shall not be required to be delivered prior to the end of the fiscal quarter during which such Collateral was acquired by any Pledgor). Such Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to Lenderthe Collateral Agent. Upon Subject to the terms of the 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 law), 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. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, Lender shall have each Pledgor will promptly give to the right, at Collateral Agent copies of any time, in its discretion upon written notice notices or other communications received by it with respect to Pledgor, to transfer to or to register Pledged Shares registered in the name of Lender or its nominee any or all of the Collateralsuch Pledgor. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon After the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to transfer to, and to designate on Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Collateral Agent shall have the right at any time to exchange any Assignment the certificates representing Pledged Shares held by it for certificates of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the Pledged Interests represented or evidenced therebysecurities theretofor and then being pledged hereunder, subject which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the terms thereofvalidity of such pledge of such securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Collateral. All certificates or instruments, if any, instruments representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender Agent (for the benefit of Lender) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, transfer or assignments in blank, all in form and substance reasonably satisfactory to LenderAgent. Upon the occurrence and during the continuance of an Event of Default, Lender Agent shall have the right, at any time, in its discretion upon written notice to Pledgor, to transfer to or to register in the name of Lender Agent or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender Agent (ifor the benefit of Lender) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case interest endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 B hereto, for Pledgor’s the Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on such Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Agent shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to LenderAgent. Upon the occurrence and during the continuance of an Event of Default, Lender Agent shall have the right, at any time, in its discretion upon prior written notice to Pledgor, to transfer to or to register in the name of Lender Agent or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender Agent (i) with respect to an original stock certificate of Borrower, a Pledged Entity that copy of which is a limited liability companyattached hereto as Exhibit B (the “Stock Certificate”), an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), original stock power in the form set forth on Exhibit B1-B3 hereto, C hereto (the “Stock Power”) for Pledgor’s the Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undatedundated and (iii) a copy of the stock ledger of Borrower, a copy of which is attached as Exhibit D hereto (the “Stock Transfer Ledger”). Lender Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on such Pledgor’s Assignment of InterestStock Power, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. Pledgor shall deliver to Lender (i) the original certificate evidencing the Pledged Securities pledged by Pledgor concurrently with the execution and delivery of this Agreement and (ii) all other documents evidencing or representing all other Collateral promptly after Pledgor's receipt thereof. All certificates or instruments, if any, representing or evidencing any Collateral which are "certificated securities" within the meaning of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and Uniform Commercial Code shall be in suitable bearer form for transfer by deliveryor, or if in registered form, shall be accompanied by duly executed undated blank equity interest powers (in a form attached hereto as Exhibit A and made a part hereof) (the "Assignment of Interest"), note power, endorsement or other necessary instruments of transfer, stock powers endorsed by Pledgor registration or assignment, duly executed in blank, or assignments in blank, all blank and in form and substance reasonably satisfactory to Lender. Upon Subject to the terms of the Loan Agreement, upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgor, discretion: (A) to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution , and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (iB) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s the Assignment of Interest, any Person to whom the Pledged Interests Securities are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any the Assignment of Interest representing or evidencing the Pledged Interests Securities or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests Securities represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All Concurrently with the execution and delivery of this Agreement, the Pledgors shall deliver to Lender the original executed instruments, documents, policies and agreements constituting the Collateral (as recorded, to the extent recorded) together with other certificates or instruments, if any, representing or evidencing any of the Collateral Collateral, which shall be delivered to and held by or on behalf of Lender pursuant hereto and and, if applicable, shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, transfer or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgor, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (eachcollectively, as applicable, an “Assignment of Interest”the "ASSIGNMENT OF INTEREST"), in for the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor the Pledgors and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgorthe Pledgors, to transfer to, and to designate on Pledgor’s the Pledgors' Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any the Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof, provided that Lender does not receive in the aggregate pledged interests in excess of the Pledged Interests. During the continuance of an Event of Default, Lender shall have the right, at any time in its discretion and upon prior written notice to the Pledgors, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral, to be held by Lender or such nominee as security for the Obligations until sold in accordance with this Agreement and applicable law.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor each Pledgor, as applicable, in blank, or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to PledgorPledgors, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, each Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case interest endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 heretoB hereto (an "Assignment of Interest"), for the Pledged Interests owned by each Pledgor’s Pledged Interests, respectively, transferring all of such Pledged Interests in blank, duly executed by each respective Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to PledgorPledgors, to transfer to, and to designate on such Pledgor’s 's Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. Pledgor shall deliver to Applicable Agent (with copies to the Administrative Agent) (i) all original Pledged Securities relating to the Pledged Interests pledged by Pledgor concurrently with the execution and delivery of this Agreement and (ii) all other documents evidencing or representing all other Collateral within three (3) Business Days after receipt thereof. All certificates or instruments, if any, representing or evidencing any Collateral which are “certificated securities” within the meaning of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and Uniform Commercial Code shall be in suitable bearer form for transfer by deliveryor, or if in registered form, shall be accompanied by duly executed undated blank equity interest power (in a form attached hereto as Exhibit B and made a part hereof) (the “Assignment of Interest”), note power, endorsement or other necessary instruments of transfer, stock powers endorsed by Pledgor registration or assignment, duly executed in blank, or assignments in blank, all blank and in form and substance reasonably satisfactory to LenderAdministrative Agent. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent shall have the right, subject to the CGB Subordination Agreement, at any time, in its discretion upon written notice to Pledgordiscretion, to transfer to or to register in the name of Lender Administrative Agent or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender Administrative Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, subject to the CGB Subordination Agreement, to transfer to, and to designate on Pledgor’s the Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender after the Cutover Date, Administrative Agent shall have the right at any time to exchange any the Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof thereof, for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. Pledgor shall deliver to Lender, or Lender shall otherwise be in possession of, (i) all original Pledged Securities relating to the Pledged Interests pledged by Pledgor concurrently with the execution and delivery of this Agreement and (ii) all other documents evidencing or representing all other Collateral promptly after Pledgor’s receipt thereof. All certificates or instruments, if any, representing or evidencing any Collateral which are “certificated securities” within the meaning of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and Uniform Commercial Code shall be in suitable bearer form for transfer by deliveryor, or if in registered form, shall be accompanied by duly executed undated blank equity interest powers (in a form attached hereto as Exhibit B-1, with respect to Holdings, and made a part hereof and in a form attached hereto as Exhibit B-2, with respect to Owner, and made a part hereof) (the “Assignment of Interest”), note power, endorsement or other necessary instruments of transfer, stock powers endorsed by Pledgor registration or assignment, duly executed in blank, or assignments in blank, all blank and in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to Pledgordiscretion, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s the Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any the Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers transfer endorsed by each Pledgor in blank, or assignments in blank, all in form and substance reasonably satisfactory to LenderAgent. Upon the occurrence and during the continuance of an Event of Default, Lender Agent shall have the right, at any time, in its discretion upon written notice to Pledgordiscretion, to transfer to or to register in the name of Lender Agent or its nominee any or all of the Collateral. Prior to or concurrently Concurrently with the execution and delivery of this Pledge Agreement, each Pledgor shall deliver is delivering to Lender (i) Agent with respect to a Pledged Entity that is a limited liability company, each applicable Owner an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor interest in blank (each, as applicable, an the “Assignment of Interest”), in the form set forth on Exhibit B1-B3 A-1 hereto, for Pledgor’s the Pledged Interests, transferring all of such the Pledged Interests in blank, as security for the Loan, duly executed by such Pledgor and undated. Lender Concurrently with the execution and delivery of this Agreement, Owner is delivering to Agent an application for transfer of interests (the “Application for Transfer”), in the form set forth on Exhibit A-2 hereto, applying for the transfer of the Pledged Interests, duly executed by each Owner and undated. Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to any Pledgor, to transfer to, and to designate on Pledgor’s each Assignment of InterestInterest and Application for Transfer, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Agent shall have the right at any time to exchange any each Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates Instruments, Certificated Securities or instrumentsTangible Chattel Paper, if any, representing or evidencing any of the Collateral shall be promptly delivered to and held by or on behalf of Lender the Collateral Agent pursuant hereto to the extent required by the Credit Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor in blank, transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to Lenderthe 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. Upon The Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), 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, Lender shall have each Pledgor will promptly give to the right, at Collateral Agent copies of any time, in its discretion upon written notice notices or other communications received by it with respect to Pledgor, to transfer to or to register Pledged Shares registered in the name of Lender or its nominee any or all of the Collateralsuch Pledgor. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, at any time in its discretion upon After the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to transfer to, and to designate on Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Collateral Agent shall have the right at any time to exchange any Assignment the certificates representing Pledged Shares for certificates of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the Pledged Interests represented or evidenced therebysecurities and Indebtedness then being pledged hereunder, subject which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the terms thereofvalidity of such pledge of such securities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Collateral. Pledgor shall deliver to Administrative Agent (i) all original Pledged Securities relating to the Pledged Interests pledged by Pledgor concurrently with the execution and delivery of this Agreement and (ii) all other documents evidencing or representing all other Collateral within three (3) Business Days after receipt thereof. All certificates or instruments, if any, representing or evidencing any Collateral which are “certificated securities” within the meaning of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and Uniform Commercial Code shall be in suitable bearer form for transfer by deliveryor, or if in registered form, shall be accompanied by duly executed undated blank equity interest power (in a form attached hereto as Exhibit B and made a part hereof) (the “Assignment of Interest”), note power, endorsement or other necessary instruments of transfer, stock powers endorsed by Pledgor registration or assignment, duly executed in blank, or assignments in blank, all blank and in form and substance reasonably satisfactory to LenderAdministrative Agent. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent shall have the right, at any time, in its discretion upon written notice to Pledgordiscretion, to transfer to or to register in the name of Lender Administrative Agent or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case endorsed by such Pledgor in blank (each, as applicable, an “Assignment of Interest”), in the form set forth on Exhibit B1-B3 hereto, for Pledgor’s Pledged Interests, transferring all of such Pledged Interests in blank, duly executed by Pledgor and undated. Lender Administrative Agent shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to transfer to, and to designate on Pledgor’s the Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender Administrative Agent shall have the right at any time to exchange any the Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof thereof, for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing any of the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer, stock powers endorsed by Pledgor each Pledgor, as applicable, in blank, or assignments in blank, all in form and substance reasonably satisfactory to Lender. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at any time, in its discretion upon written notice to PledgorPledgors, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Prior to or concurrently with the execution and delivery of this Pledge Agreement, each Pledgor shall deliver to Lender (i) with respect to a Pledged Entity that is a limited liability company, an assignment of membership interest, or (ii) with respect to a Pledged Entity that is a corporation, an instrument of transfer, in each case interest endorsed by such Pledgor in blank in the form set forth on Exhibit B hereto (each, as applicable, an “Assignment of Interest”), in for the form set forth on Exhibit B1-B3 heretoPledged Interests owned by each Pledgor, for Pledgor’s Pledged Interestsrespectively, transferring all of such Pledged Interests in blank, duly executed by each respective Pledgor and undated. Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to PledgorPledgors, to transfer to, and to designate on such Pledgor’s Assignment of Interest, any Person to whom the Pledged Interests are sold in accordance with the provisions hereof. In addition, Lender shall have the right at any time to exchange any Assignment of Interest representing or evidencing the Pledged Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Interests represented or evidenced thereby, subject to the terms thereof.