Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) to on the extent such Pledged Securitiesdate hereof, in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 45 days or other instruments evidencing Indebtednesssuch later date as the Administrative Agent reasonably agrees) after the acquisition thereof, are required to be delivered pursuant to paragraph (b) in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Parent Borrower or any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to Subsidiary in the following clause (ii)) having an aggregate a principal amount in excess of the US Dollar Amount Equivalent of $5,000,000, 5,000,000 to be evidenced by a duly executed promissory notenote (including, and (ii) any intercompany Indebtedness made by if such Grantor to a Subsidiary of the Company that is not a Grantor to security interest can be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000perfected therein, a duly executed promissory grid note; in each case (i) and (ii) that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule I II and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 5,000,000 owed to be such Grantor by any Person that is evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor note to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations and intercompany sales of Holdings, the Issuers and their Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (f), (g) or (h) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock or security powers note powers, duly executed in blank or other instruments of transfer reasonably satisfactory to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) and by such other instruments and documents as the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors Credit Parties and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor Non-Loan Party to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor Non-Loan Party is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the Intercreditor Agreements, each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral AgentAgent (limited, for with respect to certificates not constituting “certificated securities” within the benefit meaning of the Secured PartiesUCC, to use of commercially reasonable efforts to deliver or cause to be delivered such certificates) (A) on the date such Grantor becomes party to this Agreement (or such later date permitted by Sections 4.01(f) or 5.14 of the Credit Agreement or to which the Collateral Agent may otherwise agree in its reasonable discretion), any and all certificates representing or evidencing Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent constituting (i) Excluded Assets, (ii) Equity Interests in any Immaterial Subsidiaries, (iii) Equity Interests in any Person that is not a Subsidiary of such Grantor and (iv) Equity Interests in any Foreign Subsidiary (other than to the extent constituting “securities” within the meaning of the UCC)) owned by such Grantor on such date and (B) on or before the next Quarterly Update Date occurring after the acquisition thereof (or such later date which the Collateral Agent may agree to in its reasonable discretion), any certificates representing or evidencing Pledged SecuritiesSecurities (other than to the extent constituting (i) Excluded Assets, (ii) Equity Interests in any Immaterial Subsidiaries, (iii) Equity Interests in any Person that is not a Subsidiary of such Grantor and (iv) Equity Interests in any Foreign Subsidiary (other than to the case extent constituting “securities” within the meaning of promissory notes or other instruments evidencing Indebtedness, are required the UCC)) acquired by such Grantor after the date such Grantor becomes party to be delivered pursuant to paragraph (b) of this Section 2.02Agreement. (b) Each Grantor will cause Except as otherwise addressed in Section 3.03(b) herein, subject to the Intercreditor Agreements, (i) on the date such Grantor becomes party to this Agreement (or such later date permitted by Sections 4.01(f) or 5.14 of the Credit Agreement or to which the Collateral Agent may otherwise agree in its reasonable discretion) and (ii) on or before the next Quarterly Update Date occurring after the receipt thereof (or such later date which the Collateral Agent may agree to in its reasonable discretion), each Grantor will deliver or cause to be delivered to the Collateral Agent any promissory notes evidencing Indebtedness for borrowed money (including in respect of cash management arrangements) that is owed to such Grantor by any Person in a principal amount of $5,000,000 or more (other than Excluded Assets); provided, however, that the foregoing delivery requirement with respect to any intercompany Indebtedness between Grantors indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and intercompany Indebtedness referred to all such obligors as payors in the following clause (ii)) having an aggregate principal amount in excess form of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereofMaster Intercompany Note. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a1) Each Subject to any applicable Intercreditor Agreement(s), each Grantor agrees agrees, within the time periods required hereunder or under the Credit Agreement (as applicable) (or at such later date as any Agent may agree, in its sole discretion) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtednessinstruments, are required to be delivered pursuant to paragraph (b2) of this Section 2.023.02. (b2) Each Subject to any applicable Intercreditor Agreement(s), each Grantor will use its commercially reasonable efforts to cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to that would otherwise constitute Pledge Collateral if in the following clause (ii)) form of a promissory note and having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 15 million owed to such Grantor by any Person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by pledged and delivered (x) a duly executed global promissory note to which within 60 days (or such Subsidiary of the Company that is not a Grantor is a signatorylonger period as any Agent may agree, or (yin its sole discretion) at the option time of delivery of the Grantornext Required Financial Statements after receipt thereof), to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof; provided that the foregoing requirement will not apply to (a) instruments, notes and debt securities that are promptly deposited into an investment or securities account or (b) checks received in the ordinary course of business. To the extent any such promissory note is a demand note, each Grantor party thereto agrees, if requested in writing by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Grantor to liability to the maker. (c3) Upon delivery to the Collateral Agent, (ia) any Pledged Securities shall required to be delivered pursuant to the foregoing paragraphs (1) and (2) of this Section 3.02 will be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (iib) all other property comprising composing part of the Pledged Collateral shall delivered pursuant to the terms of this Agreement will be accompanied accompanied, to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral, by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall will be accompanied by a schedule describing the securities, which schedule shall will be attached hereto as Schedule I (or a supplement to Schedule I, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall will not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall will supplement any prior schedules so delivered. (4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor will be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of creating, perfecting or making enforceable the Security Interest in any Pledged Collateral of such Grantor and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction will be required.

Delivery of the Pledged Collateral. (a) Each Grantor Credit Party agrees promptly to (but in any event, within sixty (60) days of the receipt by such Credit Party thereof) deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities Collateral (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securitiesor, in the case of promissory notes or other instruments evidencing IndebtednessPledged Collateral issued by Foreign Subsidiaries, are if necessary under any applicable law, to carry out all necessary and reasonable formalities and actions for the dispossession and pledge thereof for the benefit of the Collateral Agent); provided that Pledged Debt Securities shall be required to be delivered pursuant only to the extent described in paragraph (b) of this Section 2.02. (b) Each Grantor Credit Party will cause any Pledged Debt Security (iexcluding, for the avoidance of doubt, any Excluded Instruments) any Indebtedness for borrowed money in its possession and owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, it to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities Collateral required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Credit Party and such other instruments or documents as the Collateral Agent may reasonably request, in each case, subject to the Collateral and Guarantee Requirement. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule supplement to Schedule I hereto describing the securitiessuch Pledged Collateral, which schedule supplement shall be attached hereto as a supplement to Schedule I (such supplement may take the form of an amendment and restatement to Schedule I hereto) and made a part hereof; provided that failure to attach any such schedule or supplement hereto shall not affect the validity of such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a1) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtednessinstruments, are required to be delivered pursuant to paragraph (b2) of this Section 2.023.02. (b2) Each Grantor will use its commercially reasonable efforts to cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 7.5 million owed to such Grantor by any Person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof; provided that the foregoing requirement will not apply to (a) Indebtedness owed by another Grantor, (b) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings, the Borrower and its Subsidiaries or (c) to the extent that a pledge of such promissory note or instrument would violate applicable law. To the extent any such promissory note is a demand note, each Grantor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon a Specified Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Grantor to liability to the maker. (c3) Upon delivery to the Collateral Agent, (ia) any Pledged Securities shall required to be delivered pursuant to the foregoing paragraphs (1) and (2) of this Section 3.02 will be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (iib) all other property comprising composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied accompanied, to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral, by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I (or a supplement to Schedule I, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor will be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Pledged Collateral of such Grantor.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Stock (subject to clause (b) of the definition of “Collateral and Guarantee Requirement” set forth in the Credit Agreement) and any and all Pledged Debt Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money Material Pledged Debt Securities owed to such Grantor Pledgor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, including the Intercompany Note, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Sections 7.01(b), (c), (f), (h) or (i) of the Credit Agreement. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations of Holdings, the Borrower and the other Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon a Specified Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the terms of the Intercreditor Agreements, each Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Indenture Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of Securities are either (i) Equity Interests or (ii) promissory notes or other instruments evidencing Indebtedness, are Indebtedness required to be delivered pursuant to paragraph (b) of this Section 2.02. Subject to the terms of the Intercreditor Agreements, if any Pledged Stock that is uncertificated on the date hereof shall hereafter become certificated, the applicable Pledgor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Collateral Agent, for the ratable benefit of the Indenture Secured Parties, together with the accompanying note powers or other documentation required by Section 2.02(c). None of the Pledgors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Collateral other than the Collateral Agent, as agent for the Indenture Secured Parties, and the Applicable Collateral Agent. (b) Each Grantor To the extent permitted by and subject to the terms of the Intercreditor Agreements, each Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000, business in connection with the cash management operations of the Issuer and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the ratable benefit of the Indenture Secured Parties, together with the accompanying note powers or other documentation required by Section 2.02(c), pursuant to the terms hereof. Subject to the terms of the Intercreditor Agreements, to the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(i), (ii), (iv), (vii) or (viii) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon Subject to the terms of the Intercreditor Agreements, upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) To the extent permitted by and subject to the terms of the Intercreditor Agreements, in the event any Pledged Securities constitute uncertificated securities, each Pledgor shall either (i) cause the issuer to agree to comply with instructions from the Collateral Agent without further consent of any Pledgor or (ii) cause the issuer to register the Collateral Agent as the registered owner of such uncertificated security.

Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities. Notwithstanding the foregoing two sentences, it is understood and agreed that no Grantor will have to deliver any Pledged Debt Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Collateral Agent unless the amount of the Indebtedness represented thereby is in excess of $2,000,000 individually or $10,000,000 in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02aggregate with all Pledged Debt Securities not so delivered. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause a Loan Party) which is (ii)A) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be 2,000,000 and (B) evidenced by a duly executed promissory note, note to be pledged and (ii) delivered to the Collateral Agent pursuant to the terms hereof. If any intercompany Grantor shall at any time hold or acquire any Indebtedness made by for borrowed money owed to such Grantor to by any Person (other than a Subsidiary of the Company that is not a Grantor to be Loan Party) evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case note that when taken together with the value of any other Indebtedness for borrowed money owed to such Grantor by any Person (iother than a Loan Party) evidenced by a duly executed promissory note not endorsed and (ii) that is delivered to the Collateral Agent exceeds $10,000,000, such Grantor shall forthwith endorse and deliver the same to the Collateral Agent, for accompanied by such undated instruments of transfer or assignment duly executed in blank as the benefit of the Secured Parties, pursuant Collateral Agent may from time to the terms hereoftime reasonably request. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule I II and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries of such Pledgor or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of Holdings, the Borrower and its Subsidiaries and (ii)) having to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to any Pledgor is evidenced by a promissory note in an aggregate principal amount in excess of the Dollar Amount of $5,000,00010,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global Pledgor shall promptly cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (h) or (i) of the Credit Agreement or any equivalent provision under any Other First Lien Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Agent, and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees on the Closing Date or, if acquired after the date hereof, within forty-five (45) days after receipt thereof by such Grantor (or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other and instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Within forty-five (45) days after receipt by a Grantor (or such longer period as the Collateral Agent may agree in its reasonable discretion), each Grantor will cause (i) any Indebtedness for borrowed money having an aggregate principal amount that is in excess of $1,000,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)a Loan Party) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notenote that, if constituting Collateral, is pledged and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer (if appropriate) duly executed in blank by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I 4 or 5 of the Perfection Certificate and made a part hereof; provided that failure to attach supplement 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product of (i) the aggregate number of Common Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Common Shares during the five (5) Trading Day period immediately prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”) and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Secured Parties as of date hereof a certificate with respect to the Pledged Shares to be initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party 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 share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (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 applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be delivered pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as promptly as practicable an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 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 (collectively, the “Distribution Collateral”), the Pledgor shall hold such Distribution Collateral Agent, in trust for the benefit of the Secured Parties, any shall segregate it from the Pledgor’s other property and all Pledged Securities (other than any uncertificated securities, but only for so long as shall deliver the applicable Secured Party Pro Rata Amount of such securities remain uncertificated) Distribution Collateral forthwith to the extent such Pledged Securities, each Secured Party in the case of promissory notes or other instruments evidencing Indebtednessexact form received, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) with any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security necessary endorsement and/or appropriate share powers duly executed in blank or other instruments of transfer reasonably satisfactory blank, to be held by the Collateral Agent and by such other instruments and documents each Secured Party as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by and as further collateral security for the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees The certificate representing the Pledged Shares of Direct Insurance Company was delivered to deliver the Agent on December 2, 1994 pursuant to the Loan Agreement of the same date among Borrower, Pledgor, Agent, FTBNA and others. All certificates representing the remaining Pledged Shares were delivered to Agent prior to the date of execution and delivery hereof. All other certificates and instruments constituting Pledged Collateral from time to time shall be delivered to the Agent promptly upon the receipt thereof by or cause on behalf of the Pledgor. Until such delivery to Agent such certificates and instruments shall be held in trust for the benefit of Agent. All such certificates and instruments shall be held by or on behalf of the 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 in blank, all in form and substance satisfactory to the Agent. (b) If the Pledgor shall receive, by virtue of Pledgor being or having been an owner of any Pledged 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, spinoff or split-off), promissory note or other instrument; (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise; (iii) dividends payable in cash (except such dividends permitted to be delivered as promptly as practicable retained by the Pledgor pursuant to Section 6 hereof) or in securities or other property; or (iv) dividends or other distributions 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 Collateral AgentPledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartiesAgent, any shall segregate it from the Pledgor's other property and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) shall deliver it forthwith to the extent such Pledged Securities, Agent in the case of promissory notes or other instruments evidencing Indebtednessexact form received, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) with any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by necessary endorsement and/or appropriate stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory blank, to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by and as further collateral security for the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Applicable Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Applicable Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause Excluded Securities) (ii)i) having an aggregate principal amount in excess of $15,000,000 or (ii) payable by the Dollar Amount Issuer or any Subsidiary (other than intercompany Indebtedness having a term not exceeding 364 days and made in the ordinary course of $5,000,000, business) to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Applicable Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (f) or (g) of the Indenture or under any equivalent provisions of any other Credit Document. (c) Upon delivery to the Collateral Applicable Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Applicable Agent and by such other instruments and documents as the Collateral Applicable Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Applicable Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) to on the extent such Pledged SecuritiesEffective Date, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the Effective Date, are required to be delivered pursuant to paragraph and (bii) within 30 days following the acquisition thereof by such Grantor, in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the Effective Date. (b) Each Grantor will cause (i) any cause all Indebtedness for borrowed money owed of Holdings, the Borrower and each Subsidiary that, in each case, is owing to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notethe Global Intercompany Note, and (ii) cause the Global Intercompany Note to be pledged and delivered to the Administrative Agent pursuant to the terms hereof and (iii) cause all Indebtedness (other than Permitted Investments) of any intercompany Indebtedness made by such Grantor to Person other than Holdings, the Borrower or any Restricted Subsidiary in a Subsidiary principal amount of the Company $10,000,000 or more that is not owing to a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper undated instruments of assignment or transfer duly executed by the applicable Grantor in blank and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the securitiesPledged Securities so delivered, which schedule shall be deemed attached hereto as to and to supplement Schedule I II and be made a part hereof; , provided that failure to attach provide any such schedule hereto or any error therein shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, the Company, a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (other than any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments ); provided that Promissory Notes and Instruments evidencing Indebtedness, are Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall promptly deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral; provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. (b) Each As promptly as practicable (and in any event within thirty (30) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will cause (i) any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)a Loan Party) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Promissory Note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly-executed in blank reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper such instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (or, subject to the ABL Intercreditor Agreement, to the extent such Pledged Collateral constitutes ABL Priority Collateral, as the ABL Agent may agree prior to the Discharge of ABL Obligations)). (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Xxxxxxx agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of Securities are either (i) Equity Interests or (ii) promissory notes or other instruments evidencing Indebtedness, are Indebtedness required to be delivered pursuant to paragraph (b) of this Section 2.023.02. If any Pledged Stock that is uncertificated on the Second Restatement Effective shall hereafter become certificated, the applicable Pledgor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Administrative Agent, as agent for the Secured Parties, together with the accompanying stock powers or other documentation required by Section 3.02(c). None of the Pledgors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Collateral other than the Administrative Agent, as agent for the Secured Parties. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations of Holdings, the Borrower and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I (or a supplement to Schedule I, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In the event any Pledged Securities constitute uncertificated securities and the issuer thereof is not a party hereto, the applicable Pledgor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such issuer to agree to comply with instructions from the Administrative Agent without further consent of any Pledgor or (ii) cause such issuer to register the Administrative Agent as the registered owner of such uncertificated security.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securitiesSecurities, but only for so long as such securities remain uncertificated) to the extent that such Pledged Securities, Securities are either (i) certificated Equity Interests or (ii) in the case of promissory notes or other instruments Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor will cause All Indebtedness (other than any Indebtedness that, individually, has a principal amount less than $1,000,000) owing to any Loan Party that is evidenced by (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and note or (ii) any intercompany other Instrument evidencing Indebtedness made by such Grantor to of which a Subsidiary Responsible Officer is aware shall be promptly pledged and delivered (except in the case of promissory notes or other Instruments evidencing Indebtedness that, as of the Company that is not a Grantor to be evidenced by (xClosing Date, have been lost, misplaced or destroyed) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) shall be accompanied by undated stock or security powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and duly executed in blank by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Applicable Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Applicable Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause Excluded Securities) (ii)i) having an aggregate principal amount in excess of $15,000,000 or (ii) payable by the Dollar Amount Borrower or any Subsidiary (other than intercompany Indebtedness having a term not exceeding 364 days and made in the ordinary course of $5,000,000, business) to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Applicable Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(a), (b), (f) or (g) of the Term Loan Agreement or under any equivalent provision of any other Credit Document. (c) Upon delivery to the Collateral Applicable Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Applicable Agent and by such other instruments and documents as the Collateral Applicable Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Applicable Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to Section 2.09 of the First Lien Intercreditor Agreement, each Grantor agrees to deliver on the Closing Date all Pledged Securities owned by it on the Closing Date to the Notes Collateral Agent and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 45 days after the date of acquisition thereof or such longer period as to which the Notes Collateral Agent may agree in its reasonable discretion) to the Notes Collateral Agent, for the benefit of the Secured Parties, any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Subject to Section 2.09 of the First Lien Intercreditor Agreement, the Grantors will cause (i) any Indebtedness for borrowed money owed to such any Grantor by any such Person (other than intercompany Indebtedness (i) between Grantors and intercompany Indebtedness referred to in the following clause or (ii)) between Subsidiaries that are not Grantors) having an aggregate a principal amount in excess of the Dollar Amount of (i) $5,000,00010,000,000 individually or (ii) when aggregated with all other such Indebtedness for which this clause has not been satisfied, $50,000,000 in the aggregate, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Notes Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Notes Collateral Agent and by such other instruments and documents as the Notes Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Notes Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations and intercompany sales of Holdings, the Company and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 8.01(b), (c), (f), (h) or (i) of the Credit Agreement (or corresponding sections of any Replacement Credit Agreement) or under corresponding provisions of any other Secured Agreement, unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the First Lien Collateral Agent, for Agent (i) on the benefit of the Secured Partiesdate such Grantor becomes party to this Agreement, any and all Pledged Securities owned by such Grantor on such date, and (other than ii) promptly (and in any uncertificated securitiesevent within 45 days after receipt by such Grantor or such longer period agreed to by the First Lien Collateral Agent in its reasonable discretion) after the acquisition thereof, but only for so long as such securities remain uncertificated) to the extent any such Pledged Securities, in Securities acquired by such Grantor after the case of promissory notes or other instruments evidencing Indebtedness, are required date such Grantor becomes party to be delivered pursuant to paragraph (b) of this Section 2.02Agreement. (b) Each Except as otherwise addressed in Section 3.03(b) herein, as promptly as practicable (and in any event within 45 days (or such longer period agreed to by the First Lien Collateral Agent in its reasonable discretion) after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 5.14)), each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) that is owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 20,000,000 or more individually to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the First Lien Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the First Lien Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the First Lien Collateral Agent and by such other instruments and documents as the First Lien Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the First Lien Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Stock and any and all Pledged Debt Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money Material Pledged Debt Securities owed to such Grantor Pledgor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Sections 7.01(b), (c), (f), (h) or (i) of the Credit Agreement. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the Intercreditor Agreement and to each Customary Intercreditor Agreement entered into after the date hereof (collectively, the “Intercreditor Agreements”), each Grantor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Subject to the Intercreditor Agreements, each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 10,000,000 (individually) that is owing to be such Grantor and that is evidenced by a duly executed promissory note, note and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company for borrowed money that is not a Grantor evidenced by the Intercompany Note to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon Subject to the Intercreditor Agreements, upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock or security securities powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other than instruments or documents as the Collateral Agent may reasonably requestgoverned by or requiring actions in any non-US jurisdiction related to Equity Interests of Foreign Subsidiaries). Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date (each a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (x) any uncertificated securitiesUncertificated Securities, but only for so long as such securities Uncertificated Securities remain uncertificated, and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of promissory notes or Promissory Notes and other instruments Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than (x) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 60 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of Section 2.02. (b) Each Grantor will cause (i) all Indebtedness of the Borrower and each Guarantor that, in each case, is owing to any Restricted Subsidiary that is not a Grantor to be subject to the Intercompany Indebtedness Subordination Agreement and (ii) any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $1,500,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or a Restricted Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notePromissory Note, and shall cause each such Promissory Note, and each Promissory Note (iiif any) evidencing any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Borrower or any Restricted Subsidiary that is not a Grantor owing to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as deemed to supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of any Designated Subsidiary) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral on the Closing Date and shall instead be required to deliver such Pledged Collateral after the Closing Date pursuant to the terms of the Post-Closing Letter Agreement. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations and intercompany sales of Holdings, the Company and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 8.01(b), (c), (f), (h) or (i) of the ABL Credit Agreement, unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities in the form of Exhibit II hereto) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) to on the extent such Pledged Securitiesdate hereof, in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 30 days after receipt by such Grantor or other instruments evidencing Indebtednesssuch longer period agreed to by the Administrative Agent in its reasonable discretion) after the acquisition thereof, are required to be delivered pursuant to paragraph (b) in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each As promptly as practicable (and in any event within 30 days after receipt by such Grantor or such longer period agreed to by the Administrative Agent in its reasonable discretion), each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 5,000,000 or more to be evidenced by a duly executed promissory notenote (including, and (ii) any intercompany Indebtedness made by if such Grantor to a Subsidiary of the Company that is not a Grantor to security interest can be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000perfected therein, a duly executed promissory grid note; in each case (i) and (ii) that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to All certificates representing the Pledged Shares shall be delivered as to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time shall be delivered to the Collateral Agent promptly as practicable upon the receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of 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 in blank, all in form and substance satisfactory to the Collateral Agent. (b) If the Pledgor shall receive, by virtue of the Pledgor's being or having been an owner of any Pledged 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, spinoff or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7(a) hereof) or in securities or other property or (iv) dividends or other distributions 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 stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartiesCollateral Agent, any shall segregate it from the Pledgor's other property and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered shall deliver it forthwith to the Collateral AgentAgent in the exact form received, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) with any Pledged Securities shall be accompanied by necessary indorsement and/or appropriate stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory blank, to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by and as further collateral security for the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities (other than any uncertificated securitiesthat have a value, but only for so long as such securities remain uncertificated) to the extent such Pledged Securitiesindividually, in the case excess of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02$2,000,000. (b) Each Grantor Pledgor will cause (i) any Indebtedness in a principal amount, individually, in excess of $2,000,000, for borrowed money owed to such Grantor Pledgor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof, provided that no Pledgor shall be required pursuant to paragraph (a) of this Section 3.02 or this paragraph (b) to cause any Indebtedness of Holdings or any Subsidiary of Holdings for borrowed money to be evidenced by a promissory note, unless such Indebtedness remains outstanding for more than five Business Days. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Applicable Possessory Collateral Agent (acting as promptly gratuitous bailee for perfection purposes, pursuant to Section 5.5 of the First Lien/Second Lien Intercreditor Agreement or Section 2.09 of the Second Lien Intercreditor Agreement, as practicable to applicable, if the Applicable Possessory Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries of such Pledgor or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of Holdings, the Issuer and its Subsidiaries and (ii)) having to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to any Pledgor is evidenced by a promissory note in an aggregate principal amount in excess of the Dollar Amount of $5,000,00010,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global Pledgor shall promptly cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Applicable Possessory Collateral Agent (acting as gratuitous bailee for perfection purposes, pursuant to Section 5.5 of the First Lien/Second Lien Intercreditor Agreement or Section 2.09 of the Second Lien Intercreditor Agreement, as applicable, if the Applicable Possessory Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Possessory Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (f) or (g) of the Notes Indenture, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Applicable Possessory Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Applicable Possessory Collateral Agent Agent, and by such other instruments and documents as the Applicable Possessory Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Applicable Possessory Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable Subject to the ABL/Term Intercreditor Agreement, each Grantor will promptly deliver to the Administrative Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured PartiesCreditors, any together with an undated instrument of transfer duly executed in blank and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) in a manner reasonably satisfactory to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided provided, that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Second Lien Notes Collateral Agent (i) on the date such Grantor becomes party to this Agreement, any Pledged Securities owned by such Grantor on such date, and (ii) promptly (and in any event within 45 days after receipt by such Grantor or such longer period agreed to in writing by (x) prior to the Disposition Date, the Controlling Party and (y) on or after the Disposition Date, the Second Lien Notes Collateral Agent, for the benefit in each such case, subject to and in accordance with Section 4.14(c) of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged SecuritiesIndenture, in the case of promissory notes or other instruments evidencing Indebtednessapplicable Person’s reasonable discretion) after the acquisition thereof, are required any such Pledged Securities acquired by such Grantor after the date such Grantor becomes party to be delivered pursuant to paragraph (b) of this Section 2.02Agreement. (b) Each Except as otherwise addressed in Section 3.03(b) herein, as promptly as practicable (and in any event within 45 days (or such longer period agreed to by (x) prior to the Disposition Date, the Controlling Party and (y) on or after the Disposition Date, the Second Lien Notes Collateral Agent, in each such case, subject to and in accordance with Section 4.14(c) of the Indenture, in the applicable Person’s reasonable discretion) after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 6.14)), each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) that is owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 20,000,000 or more individually to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Second Lien Notes Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Second Lien Notes Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent duly executed in blank and by such other instruments and documents as may be necessary to perfect the Second Lien Notes Collateral Agent’s interest in the Pledged Securities or as the Second Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party) may reasonably request in accordance with Section 4.14(c) of the Indenture and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as may be necessary to perfect the Second Lien Notes Collateral Agent’s interest in the Pledged Securities or as the Second Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party) may reasonably requestrequest in accordance with Section 4.14(c) of the Indenture. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 10,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Except as may otherwise be agreed by the Administrative Agent with respect to Pledged Securities consisting of Equity Interests in Persons other than Restricted Subsidiaries, and subject to Section 2.02(b) with respect to Pledged Securities constituting Indebtedness, each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (Securities, together with undated stock or note powers, as applicable, duly executed in blank or other than any uncertificated securities, but only for so long as such securities remain uncertificated) instruments of transfer duly executed in blank and reasonably satisfactory to the extent such Pledged SecuritiesAdministrative Agent (i) on the Effective Date, in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 30 days after receipt by such Grantor or other instruments evidencing Indebtednesssuch longer period agreed to by the Administrative Agent in its reasonable discretion) after the acquisition thereof, are required to be delivered pursuant to paragraph (b) in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each As promptly as practicable (and in any event within 30 days after receipt by such Grantor or such longer period agreed to by the Administrative Agent in its reasonable discretion), each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to Restricted Subsidiary in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 1,000,000 or more to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by an undated stock or security powers note power, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule I hereto and be made a part hereof; provided that the failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Subject to the terms of the Intercreditor Agreements, (i) each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02, (ii) if any Pledged Stock that is uncertificated on the date hereof shall hereafter become certificated, subject to the terms of the Intercreditor Agreements, the applicable Grantor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Collateral Agent, together with the accompanying stock powers or other documentation required by Section 3.02(c), and (iii) none of the Grantors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Collateral other than the Collateral Agent and any other Collateral Agent (as such term is defined in the Senior Lender Intercreditor Agreement). (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constitutes Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of the Company and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, each Grantor holding such Indebtedness for borrowed money shall cause such Indebtedness to be evidenced by a duly executed promissory notenote and, and (ii) any intercompany Indebtedness made by subject to the terms of the Intercreditor Agreements, such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global shall cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof, provided that, such pledge in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor shall be limited to 65% of the amount outstanding thereunder. To the extent any such promissory note is a demand note, each Grantor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (e), (f), or (g) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose Grantor to liability to the maker as reasonably determined by the applicable Grantor. (c) Upon delivery to the Collateral Agentdelivery, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities (other than promissory notes and other evidences of Indebtedness of any uncertificated securities, but only for so long as such securities remain uncertificatedPerson in a principal amount of less than $2,500,000) to (i) promptly after the extent such Pledged Securitiesdate hereof, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the date hereof, are and (ii) promptly after the acquisition thereof (and, in any event, as required to be delivered pursuant to paragraph (b) under the Credit Agreement), in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Grantor will cause (i) any all Indebtedness for borrowed money (other than any Shy Restricted Indebtedness) owed to such Grantor by Parent, the Borrower or any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, Subsidiary to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) Intercompany Note that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper undated stock powers or other undated instruments of assignment or transfer duly executed by the applicable Grantor and in blank or such other instruments or and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule supplement to Schedule II describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any deliver such schedule hereto supplement shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to will promptly deliver or cause to be delivered as promptly as practicable to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, any together with an undated instrument of transfer duly executed in blank and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) in a manner reasonably satisfactory to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided provided, that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly (and in any event within 60 days after the acquisition (or such longer time as the Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Pledgor will cause any Indebtedness (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to having, in the following clause (ii)) having each case, an aggregate principal amount in excess of $5,000,000 or (ii) payable by Parent or any of its Subsidiaries (other than (x) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management, tax and accounting operations of Parent, the Borrower and the Subsidiaries or (y) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable and/or required, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiesSecurities Pledge Supplement, which schedule supplement shall be attached hereto include any supplements to Schedules 7(a), 7(b) and 8 to the Perfection Certificate, as Schedule I applicable, and made a part hereof; provided that failure to attach any such schedule hereto Securities Pledge Supplement shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (but in any event within 60 days after receipt by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all (i) Pledged Securities Equity to the extent certificated and (other than any uncertificated securities, but only for so long as such securities remain uncertificatedii) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.022.02(b), Pledged Debt. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $10,000,000 owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Dollar Amount Collateral Agent, for the benefit of $5,000,000the Secured Parties, pursuant to the terms hereof. Each Grantor will cause any intercompany loans, advances or Indebtedness referred to in clause (B) of the final paragraph of the definition of “Indebtedness” set forth in the Credit Agreement or referred to in clause (b) of the definition of “Investment” set forth in the Credit Agreement that are owed to such Grantor to be evidenced by a duly executed promissory note, note and (ii) any intercompany Indebtedness made by will cause each such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other than instruments or documents as the Collateral Agent may reasonably requestgoverned by or requiring actions in any non-U.S. jurisdiction related to Equity Interests of Foreign Subsidiaries). Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as deemed to supplement Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged SecuritiesEquity. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Effective Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Effective Date (each, including, for the avoidance of doubt, the Company, a “Effective Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (other than any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments ); provided that Promissory Notes and Instruments evidencing Indebtedness, are Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall promptly deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral; provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. (b) Each As promptly as practicable (and in any event within thirty (30) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will cause (i) any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)a Loan Party) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Promissory Note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly-executed in blank reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper such instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Effective Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Effective Date, after the use of commercially reasonable efforts to do so, such Effective Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ninety (90) days after the Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion (or, subject to the Intercreditor Agreement, to the extent such Pledged Collateral constitutes Term Priority Collateral, as the Term Agent may agree prior to the Discharge of Term Obligations)). (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent (with copies to the ABL Collateral Agent), as agent for the benefit Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Secured PartiesIntercreditor Agreement, any and all Pledged Securities Securities, any and all Investment Property, and any and all original certificates or other instruments or documents representing the Pledged Collateral (in each case, other than any uncertificated securities, but only for so long as such securities remain uncertificated) Investment Property that is held by or credited to the extent such Pledged Securitiesbooks of a Securities Intermediary); provided, in the case of promissory notes or other instruments evidencing Indebtednesshowever, are required that with respect to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000Uncertificated Security, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company limited liability company interest that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not represented by a Grantor is a signatory, certificate or (y) at is not a Security, as defined in the option UCC, and (iii) any partnership interest that (x) is not represented by a certificate or (y) is not a Security, as defined in the UCC, upon the request of the GrantorCollateral Agent or the ABL Collateral Agent, the Pledgors shall cause the Issuer thereof to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000duly authorize, a duly executed promissory note; in each case (i) execute and (ii) that is delivered deliver to the Collateral Agent, for Agent and the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the ABL Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed Agent an agreement in blank or other instruments of transfer reasonably form and substance satisfactory to the Collateral Agent and the ABL Collateral Agent, pursuant to which such Issuer agrees to comply with any and all instructions originated by such other instruments and documents (i) until the date upon which the Discharge of Term Obligations (as defined in the Intercreditor Agreement) shall have occurred, the Collateral Agent may reasonably request and (ii) all other property comprising part from and after the date upon which the Discharge of Term Obligations shall have occurred, the Pledged ABL Collateral shall be accompanied by proper instruments of assignment or transfer duly executed Agent, in each case without further consent by the applicable Grantor registered owner of such Uncertificated Security, limited liability company interest or partnership interest, and not to comply with any instructions regarding such Uncertificated Security, limited liability company interest or partnership interest originated by any other Person (other than a court of competent jurisdiction). 3.2 After the Closing Date, promptly upon any Pledgor’s 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 such Pledged Collateral (i) until the date upon which the Discharge of Term Obligations (as defined in the Intercreditor Agreement) shall have occurred, to the Collateral Agent may reasonably request(with copies to the ABL Collateral Agent), as agent for the Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, and (ii) from and after the date upon which the Discharge of Term Obligations shall have occurred, to the Collateral Agent (in each case, other than any Investment Property that is held by or credited to the books of a Securities Intermediary); provided, however, that if at any time after the Closing Date such Pledgor shall own any (i) Uncertificated Security, (ii) any limited liability company interest that (x) is not represented by a certificate or (y) is not a Security, as defined in the UCC or (iii) any partnership interest that (x) is not represented by a certificate or (y) is not a Security, as defined in the UCC, the Pledgors shall cause the issuer thereof to comply promptly with the requirements of the proviso to Section 3.1 with respect thereto. 3.3 Each of the Pledgors hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file in any appropriate filing office, wherever located, any Financing Statement describing the Pledged Collateral that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or filing office acceptance of any Financing Statement. Each Pledgor also authorizes the Collateral Agent to take any and all actions required by any applicable Law to perfect and protect the security interest granted hereunder. Each Pledgor shall provide the Collateral Agent with any information the Collateral Agent shall reasonably request in connection with any of the foregoing. 3.4 Prior to the satisfaction of the Discharge of ABL Obligations, with respect to any obligation under this Agreement, any other Collateral Document, or the Credit Agreement to deliver possession or control of any Collateral on which there is a Second Priority Lien by the Collateral Agent, such obligation shall be deemed satisfied by the delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity possession or control of such pledge Collateral to the “Collateral Agent” for the ABL Credit Agreement (holding for the benefit of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredthe Collateral Agent for the Credit Parties).

Delivery of the Pledged Collateral. (a) Each Subject to the Intercreditor Agreements, Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral AgentAgent (limited, for with respect to certificates not constituting “certificated securities” within the benefit meaning of the Secured PartiesUCC, to use of commercially reasonable efforts to deliver or cause to be delivered such certificates) (A) on the date Grantor becomes party to this Agreement (or such later date permitted by Sections 4.01(f) or 5.14 of the Credit Agreement or to which the Collateral Agent may otherwise agree in its reasonable discretion), any and all certificates representing or evidencing Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent constituting (i) Excluded Assets, (ii) Equity Interests in any Immaterial Subsidiaries, (iii) Equity Interests in any Person that is not a Subsidiary of Grantor and (iv) Equity Interests in any Foreign Subsidiary (other than to the extent constituting “securities” within the meaning of the UCC)) owned by Grantor on such date and (B) on or before the next Quarterly Update Date occurring after the acquisition thereof (or such later date which the Collateral Agent may agree to in its reasonable discretion), any certificates representing or evidencing Pledged SecuritiesSecurities (other than to the extent constituting (i) Excluded Assets, (ii) Equity Interests in any Immaterial Subsidiaries, (iii) Equity Interests in any Person that is not a Subsidiary of Grantor and (iv) Equity Interests in any Foreign Subsidiary (other than to the case extent constituting “securities” within the meaning of promissory notes or other instruments evidencing Indebtedness, are required the UCC)) acquired by Grantor after the date Grantor becomes party to be delivered pursuant to paragraph (b) of this Section 2.02Agreement. (b) Each Grantor will cause Except as otherwise addressed in Section 3.03(b) herein, subject to the Intercreditor Agreements, (i) any Indebtedness for borrowed money owed on the date Grantor becomes party to this Agreement (or such Grantor later date permitted by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Sections 4.01(f) having an aggregate principal amount in excess or 5.14 of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note Credit Agreement or to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is Collateral Agent may otherwise agree in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (iits reasonable discretion) and (ii) that is on or before the next Quarterly Update Date occurring after the receipt thereof (or such later date which the Collateral Agent may agree to in its reasonable discretion), Grantor will deliver or cause to be delivered to the Collateral AgentAgent any promissory notes evidencing Indebtedness for borrowed money (including in respect of cash management arrangements) that is owed to Grantor by any Person in a principal amount of $5,000,000 or more (other than Excluded Assets); provided, for however, that the benefit foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by Xxxxxxx as payee and all Loan Parties as payors in the form of the Secured Parties, pursuant to the terms hereofMaster Intercompany Note. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor Xxxxxxx and such other instruments or and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, each of Holdings, the Borrower, and each other Grantor party hereto on the Closing Date a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, any and all Pledged Securities then owned by such Guarantor (other than any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated) to the extent such Pledged Securities, in the case of ); provided that promissory notes or other instruments and Instruments evidencing Indebtedness, are Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall promptly (and in any event within forty-five (45) days after receipt by such Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)) deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) such Pledged Security as Collateral; provided that promissory notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. (bi) Each As promptly as practicable (and in any event within forty-five (45) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will use commercially reasonable efforts to cause (i) any Indebtedness for borrowed money (other than Excluded Intercompany Debt and Global Intercompany Note Obligations) having an aggregate principal amount equal to or in excess of $10,000,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)a Loan Party) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notenote that is pledged and delivered to the Collateral Agent (or, and prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (ii) As promptly as practicable (and in any intercompany Indebtedness made event within forty-five (45) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will cause any Global Intercompany Note Obligations owed to a Subsidiary of the Company that is not a such Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company Global Intercompany Note that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly-executed in blank reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper such instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of (i) the Borrower or (ii) any wholly owned Material Domestic Subsidiary of the Borrower to the extent such Pledged Collateral has been delivered to the Borrower on the Closing Date) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall have until the date that is forty-five (45) after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver such Pledged Collateral. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly (and in any event within 60 days after the acquisition (or such longer time as the Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Pledgor will cause any Indebtedness (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to having, in the following clause (ii)) having each case, an aggregate principal amount in excess of $5,000,000 or (ii) payable by Holdings or any of its Subsidiaries (other than (x) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management, tax and accounting operations of Holdings, the Borrower and the Subsidiaries or (y) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable and/or required, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I III (or a supplement to Schedule III, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 45 days after the date of acquisition thereof and, with respect to the Collateral Pledged Equity of Biomet Orthopaedic Limited, Ortopedica Biomet Costa Rica and Zhejiang Biomet Medical Products Co. Ltd., within 45 days after the Closing Date or, in each case such longer period as to which the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors Credit Parties and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,00010,000,000, to be evidenced by a duly executed promissory note, note and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor Non-Loan Party to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor Non-Loan Party is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,00020,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the First Lien Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 10,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the First Lien Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedpromissory notes and other evidences of Indebtedness in a principal amount of less than $100,000 in respect of Indebtedness among Holdings and the Subsidiaries and $2,000,000 in respect of Indebtedness owed by third parties) to (i) on the extent such Pledged Securitiesdate hereof, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the date hereof, are and (ii) promptly after the acquisition thereof (and, in any event, as required to be delivered pursuant to paragraph (b) under the Credit Agreement), in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Grantor will cause (i) any all Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Person (other than intercompany Indebtedness between Grantors Subsidiary and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate all Indebtedness for borrowed money in a principal amount in excess of the Dollar Amount of $5,000,000, 2,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory notenote that is delivered to the Administrative Agent (i) on the date hereof, in the case of any such promissory note existing on the date hereof, and (ii) promptly after the acquisition thereof (and, in any intercompany Indebtedness made event, as required under the Credit Agreement), in the case of any such promissory note acquired by such Grantor to a Subsidiary of after the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms date hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor in blank and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Obligor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities Collateral at any time owned by such Obligor promptly following the acquisition thereof by such Obligor (other than and in any uncertificated securities, but only for so long as such securities remain uncertificatedevent within 30 days) to the extent that such Pledged Securities, Collateral is either (i) certificated Pledged Equity Interests or (ii) in the case of promissory notes or other instruments evidencing IndebtednessPledged Debt Securities, are required to be delivered pursuant to paragraph (b) of this Section 2.027.3.2; provided, that Agent acknowledges that any Obligor’s delivery of any such Pledged Collateral to the applicable Person entitled thereto under the Intercreditor Agreement at such time will satisfy such Obligor’s delivery obligations under this Section 7.3.2(a) so long as the Intercreditor Agreement is in full force and effect. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person All Debt (other than intercompany Indebtedness between Grantors Debt that has a principal amount of less than $250,000 individually and intercompany Indebtedness referred to $1,000,000 in the following clause (ii)aggregate) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, owing to be any Obligor that is evidenced by a duly executed promissory note, note or other Instrument shall be promptly (and (ii) in any intercompany Indebtedness made by such Grantor to a Subsidiary event within 30 days of the Company that is not a Grantor to be evidenced by (xacquisition thereof) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof; provided, that Agent acknowledges that any Obligor’s delivery of any such Pledged Collateral to the applicable Person entitled thereto under the Intercreditor Agreement at such time will satisfy such Obligor’s delivery obligations under this Section 7.3.2(b) so long as the Intercreditor Agreement is in full force and effect. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities Equity Interests shall be accompanied by undated stock or security powers duly executed by the applicable Obligor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall shall, if relevant or applicable to such property, be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor Obligor in blank and by such other instruments or and documents as the Collateral Agent may reasonably request. Each In connection with any delivery of Pledged Securities Collateral after the date hereof, Borrower Agent shall be accompanied by deliver a schedule Schedule describing the securitiesPledged Collateral so delivered, which schedule Schedule shall be attached hereto as to Schedule I 7.3 and made a part hereof; provided provided, that failure to attach deliver any such schedule Schedule hereto or any error in a Schedule so attached shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor Except as otherwise required in accordance with Section 6 of the Credit Agreement with respect to the delivery of Pledge Collateral required on the Closing Date, each Pledgor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries of such Pledgor or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause Excluded Securities) (ii)i) having an aggregate principal amount in excess of $10,000,000 or (ii) payable by the Dollar Amount Borrower or any Subsidiary (other than intercompany Indebtedness having a term not exceeding 364 days and made in the ordinary course of $5,000,000, business) to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 11.1 or 11.5 of the Credit Agreement. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for Administrative Agent (i) on the benefit of the Secured Partiesdate such Grantor becomes party to this Agreement, any and all Pledged Securities (other than any uncertificated securities, but owned by such Grantor on such date; provided that a Grantor that becomes party to this Agreement pursuant to Section 5.14 agrees only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes deliver or other instruments evidencing Indebtedness, are required cause to be delivered pursuant Pledged Securities representing or evidencing Equity Interests owned by such Grantor in Material Subsidiaries, and (ii) promptly (and in any event within 30 days after receipt by such Grantor or such longer period agreed to paragraph (bby the Administrative Agent in its reasonable discretion) of after the acquisition thereof, any such Pledged Securities representing or evidencing Equity Interests in a Material Subsidiary acquired by such Grantor after the date such Grantor becomes party to this Section 2.02Agreement. (b) Each As promptly as practicable (and in any event within 30 days or such longer period agreed to by the Administrative Agent in its reasonable discretion after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 5.14)), each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 5,000,000 or more to be evidenced by a duly executed promissory notenote (including, and (ii) any intercompany Indebtedness made by if such Grantor to a Subsidiary of the Company that is not a Grantor to security interest can be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000perfected therein, a duly executed promissory grid note; in each case (i) and (ii) that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver on the Closing Date all Pledged Securities owned by it on the Closing Date to the Administrative Agent and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 45 days after the date of acquisition thereof or such longer period as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02; provided, however, that in the case of Pledged Securities owned on the Closing Date constituting certificates representing Equity Interests in Material Foreign Subsidiaries or promissory notes signed by Material Foreign Subsidiaries, each Grantor shall not be required to deliver such Pledged Securities prior to December 31, 2007 (or such later date as may be agreed in writing by the Administrative Agent in its sole discretion). (b) Each Grantor The Grantors will cause (i) any Indebtedness for borrowed money owed to such any Grantor by any such Person (other than intercompany Indebtedness (i) between Grantors and intercompany Indebtedness referred to in the following clause Loan Parties or (ii)) between Subsidiaries that are not Loan Parties) having an aggregate a principal amount in excess of the Dollar Amount of (i) $5,000,00010,000,000 individually or (ii) when aggregated with all other such Indebtedness for which this clause has not been satisfied, $50,000,000 in the aggregate, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the provisions of Section 6.17, each Pledgor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Applicable First Lien Representative shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests that constitute Pledged Stock or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to Excluded Property) (i) having, in the following clause (ii)) having each case, an aggregate principal amount in excess of $2,000,000 or (ii) payable by the Dollar Amount of $5,000,000, Borrower or any Subsidiary owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereofhereof (including clause (a) above). To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (h) or (i) of the Credit Agreement or under any equivalent provision of any Other First Lien Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon Subject to the provisions of Section 6.17, upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.reasonably

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Applicable Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor Subject to Section 5.10 of the Credit Agreement, each Pledgor will cause (i) any Pledged Debt Security or other Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)i) having an aggregate principal amount in excess of $15,000,000 or (ii) payable by the Dollar Amount U.S. Borrower or any Subsidiary (other than, in the case of $5,000,000this clause (ii), any intercompany Indebtedness incurred in the ordinary course of business in connection with the cash management operations and intercompany sales of the U.S. Borrower and each Subsidiary) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Applicable Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Applicable Agent, to immediately demand payment thereunder upon an Event of Default. (c) Upon delivery to the Collateral Applicable Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Applicable Agent and by such other instruments and documents as the Collateral Applicable Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Applicable Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as under Schedule I III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness loans referred to in the following clause (ii)) below) having an aggregate principal amount in excess of the Dollar Amount of $5,000,00010,000,000 owed to such Grantor by any Person and (ii) any intercompany loans made by such Grantor to a Non-Loan Party, in each case to be evidenced by a duly executed promissory note, and note (ii) any intercompany Indebtedness made by such Grantor or pursuant to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Guarantor hereby represents that all Pledged Securities owned by such Guarantor on the Effective Date have been delivered to the Collateral Agent. Each Guarantor agrees promptly, upon its first becoming a Guarantor hereunder or thereafter to the extent first acquiring same, to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Guarantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount that has a Dollar Equivalent in excess of $10,000,000 (other than intercompany current liabilities incurred in the Dollar Amount of $5,000,000, ordinary course) owed to such Guarantor by Holdings or any Subsidiary to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note or other instrument that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, together with note powers or other instruments of transfer with respect thereto endorsed in blank, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Guarantor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Guarantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery (or subsequent confirmation by a successor of the prior delivery) of Pledged Securities hereunder shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereofof Schedule II; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the terms of the Cash Flow Intercreditor Agreement, each Credit Party agrees promptly to (but in any event, within sixty (60) days of the receipt by such Credit Party thereof or at any time as required by the Cash Flow Intercreditor Agreement) deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities Collateral (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securitiesor, in the case of promissory notes or other instruments evidencing IndebtednessPledged Collateral issued by Foreign Subsidiaries, are if necessary under any applicable law, to carry out all necessary and reasonable formalities and actions for the dispossession and pledge thereof for the benefit of the Collateral Agent); provided that Pledged Debt Securities shall be required to be delivered pursuant only to the extent described in paragraph (b) of this Section 2.02. (b) Each Grantor Credit Party will cause any Pledged Debt Security (iexcluding, for the avoidance of doubt, any Excluded Instruments) any Indebtedness for borrowed money in its possession and owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, it to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon Subject to the terms of the Cash Flow Intercreditor Agreement, upon delivery to the Collateral Agent, (i) any Pledged Securities Collateral required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Credit Party and such other instruments or documents as the Collateral Agent may reasonably request, in each case, subject to the Collateral and Guarantee Requirement. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule supplement to Schedule I hereto describing the securitiessuch Pledged Collateral, which schedule supplement shall be attached hereto as a supplement to Schedule I (such supplement may take the form of an amendment and restatement to Schedule I hereto) and made a part hereof; provided that failure to attach any such schedule or supplement hereto shall not affect the validity of such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, prior to the Discharge of Senior Priority Obligations, the requirements of this Section 2.02 to deliver any Pledged Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Senior Priority Representative.

Delivery of the Pledged Collateral. (a) Each Grantor Guarantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral AgentLender, for the benefit of the Secured PartiesLender as secured party, any and all Pledged Securities (other than any uncertificated securities, but only for so long as i) Equity Interests in Subsidiaries of such Guarantor that constitute certificated securities remain uncertificatedor (ii) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.029.11. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries and (ii)) having to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to any Guarantor is evidenced by a promissory note in an aggregate principal amount in excess of the Dollar Amount of $5,000,000250,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global Guarantor shall promptly cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral AgentLender, for the benefit of the Secured PartiesLender as secured party, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Guarantor party thereto agrees, if requested by the Lender, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(a), (f), (g) or (l) of the Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Guarantor to liability to the maker. (c) Upon delivery to the Collateral AgentLender, (i) any Pledged Securities Collateral required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 9.11 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Lender, and by such other instruments and documents as the Collateral Agent Lender may reasonably request and (ii) all other property comprising part of such Collateral delivered pursuant to the Pledged Collateral terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on such Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Guarantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent Lender may reasonably request. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I 9.11 (or a supplement to Schedule 9.11, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor of the U.S. Domiciled Obligors agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all tangible Pledged Securities (other than any uncertificated securities, but only for so long as Collateral at every time owned by such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02U.S. Domiciled Obligor promptly following its acquisition thereof. (b) Each Grantor of the U.S. Domiciled Obligors will cause (i) all Debt of any Indebtedness for borrowed money owed of its Subsidiaries or any other of its Affiliates and (ii) following Agent’s request therefor, all Debt of any other Person that, in each case, is owing to such Grantor by any Person (other than intercompany Indebtedness between Grantors Obligor and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of exceeds $5,000,000, 1,000,000 to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities Equity Interests shall be accompanied by stock or security undated transfer powers duly executed by the applicable U.S. Domiciled Obligor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property Property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor U.S. Domiciled Obligor in blank and by such other instruments or and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Collateral after the date hereof shall be accompanied by a schedule describing the securitiesPledged Collateral so delivered, which schedule shall be attached hereto as to Schedule I 7.4 and made a part hereof; provided that failure to attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the First Lien Notes Collateral Agent (i) on the date such Grantor becomes party to this Agreement, any Pledged Securities owned by such Grantor on such date, and (ii) promptly (and in any event within 45 days after receipt by such Grantor or such longer period agreed to in writing by (x) prior to the Disposition Date, the Controlling Party and (y) on or after the Disposition Date, the First Lien Notes Collateral Agent, for the benefit in each such case, subject to and in accordance with Section 4.14(c) of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged SecuritiesIndenture, in the case of promissory notes or other instruments evidencing Indebtednessapplicable Person’s reasonable discretion) after the acquisition thereof, are required any such Pledged Securities acquired by such Grantor after the date such Grantor becomes party to be delivered pursuant to paragraph (b) of this Section 2.02Agreement. (b) Each Except as otherwise addressed in Section 3.03(b) herein, as promptly as practicable (and in any event within 45 days (or such longer period agreed to in writing by (x) prior to the Disposition Date, the Controlling Party and (y) on or after the Disposition Date, the First Lien Notes Collateral Agent, in each such case, subject to and in accordance with Section 4.14(c) of the Indenture, in the applicable Person’s reasonable discretion) after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 5.14)), each Grantor will cause (i) any Indebtedness for borrowed money (including in respect of cash management arrangements) that is owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,000, 20,000,000 or more individually to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the First Lien Notes Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the First Lien Notes Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent duly executed in blank and by such other instruments and documents as may be necessary to perfect the First Lien Notes Collateral Agent’s interest in the Pledged Securities or as the First Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party) may reasonably request in accordance with Section 4.14(c) of the Indenture and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as may be necessary to perfect the First Lien Notes Collateral Agent’s interest in the Pledged Securities or as the First Lien Notes Collateral Agent (and, prior to the Disposition Date, the Controlling Party) may reasonably requestrequest in accordance with Section 4.14(c) of the Indenture. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees All certificates currently representing the Pledged Shares shall be delivered to deliver the Agent on or cause prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be delivered as promptly as practicable pledged to the Collateral Agent by the Pledgor pursuant to the terms of this Pledge Agreement (the "Additional Collateral") shall be delivered to the Agent within five (5) days of receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the 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 in blank, all in form and substance reasonably satisfactory to the Agent. (b) If the Pledgor shall receive, by virtue of the Pledgor's being or having been an owner of any Pledged 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 Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7(a) hereof) or in securities or other property or (iv) dividends or other distributions 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 stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Secured PartiesAgent, any shall segregate it from the Pledgor's other property and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) shall deliver it forthwith to the extent such Pledged Securities, Agent in the case of promissory notes or other instruments evidencing Indebtednessexact form received, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) with any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by necessary indorsement and/or appropriate stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory blank, to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by and as further collateral security for the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Closing Date, within the time period set forth on Schedule 1 and (ii) with respect to Pledged Securities acquired after the Closing Date, within sixty (60) days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities); provided that, in the case of promissory notes or other instruments evidencing Indebtedness, are such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness loans referred to in the following clause (ii)) below) having an aggregate principal amount in excess of $2,500,000 individually or $5,000,000 in the Dollar Amount of $5,000,000aggregate owed to such Grantor by any Person and (ii) any intercompany loans owed to such Grantor, in each case to be evidenced by a duly executed promissory note, and note (ii) any intercompany Indebtedness made by such Grantor or pursuant to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof; provided, that intercompany loans with a stated principal amount that is equal to or less than $2,500,000 individually or $5,000,000 in the aggregate shall not be required to be evidenced by a promissory note and delivered to the Collateral Agent. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I 1 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations and intercompany sales of Holdings, the Company and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Sections 6.01(a), (b), (e), (f), or (g) of the Indenture, unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities in the form of Exhibit II hereto) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to pari passu Customary Intercreditor Agreement, if any, each Grantor agrees will promptly deliver to deliver the Collateral Agent (or cause its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $10,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as promptly as practicable the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case together with an undated instrument of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a transfer duly executed promissory note, in blank and (ii) any intercompany Indebtedness made by such Grantor to in a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered manner reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank by the applicable Grantor or other undated instruments of transfer duly executed in blank by the applicable Grantor and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product of (i) the aggregate number of Ordinary Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Ordinary Shares during the five (5) Trading Day period immediately prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”) and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five (5) Business Days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Secured Parties as of date hereof a certificate or certificates representing the Pledged Shares to be initially held by such Security Party in such amounts as set forth on Schedule I attached hereto accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank with medallion guarantees, all in form and substance reasonably satisfactory to such Secured Party. As of any given date, with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party 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 share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree in an authenticated record (in form and substance satisfactory to the applicable Secured Party) that it will comply with instructions originated by the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such security entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be delivered pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as promptly as practicable an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 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 (collectively, the “Distribution Collateral”), the Pledgor shall hold such Distribution Collateral Agent, in trust for the benefit of the Secured Parties, shall segregate it from the Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith (but in any and all Pledged Securities event within five (other than any uncertificated securities, but only for so long as such securities remain uncertificated5) Business Days) to the extent such Pledged Securities, each Secured Party in the case of promissory notes or other instruments evidencing Indebtednessexact form received, are required with any necessary endorsement and/or appropriate share powers duly executed in blank, to be delivered pursuant to paragraph (b) of this Section 2.02held by the each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. (be) Each Grantor will cause So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the later to occur of (i) any Indebtedness for borrowed money owed to such Grantor by any Person the final Adjustment Date (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to as defined in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (iNotes) and (ii) that is delivered the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended December 31, 2018, if both (x) the number of Ordinary Shares issuable pursuant to the Collateral Agent, for Notes and Warrants then outstanding of a Secured Party is less than the benefit number of Pledged Shares then held by such Secured Party and (y) the Pledged Share Value of the Pledged Shares held by such Secured Party exceeds 110% of the Secured PartiesObligations of such Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall release such number of Pledged Shares to the Pledgor equal to the difference of (A) the number of Pledged Shares then held by such Secured Party and (B) the number of Ordinary Shares issuable pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Notes and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity Warrants then outstanding of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Party.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) to on the extent such Pledged Securitiesdate hereof, in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 30 days after receipt by such Grantor or other instruments evidencing Indebtednesssuch longer period agreed to by the Administrative Agent in its reasonable discretion) after the acquisition thereof, are required in the case of any such Pledged Securities acquired by such Grantor after the date hereof; provided that the Grantor shall have no obligation to be delivered pursuant to paragraph (b) deliver Pledged Debt Securities in an outstanding principal amount of this Section 2.02less than $2,000,000. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or and documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto as Schedule I and be made a part hereof; provided that failure to attach provide 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.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent any and all Pledged Securities (other than any uncertificated securitiesSecurities; provided, but only for so long as such securities remain uncertificated) that, notwithstanding anything herein to the extent contrary, Daramic, Inc. (“Daramic”) shall be under no obligation to pledge 66% of its shares of Daramic Separadores de Baterias Ltd. (“Daramic Brazil”) during the period commencing on the Closing Date and ending on the two-month anniversary of the Closing Date; provided, further, that if the Proposed Reorganization does not occur on or prior to such Pledged Securitiestwo-month anniversary, Daramic shall be required to promptly (and, in any event within five (5) Business Days after such two-month anniversary) deliver 66% of its shares in Daramic Brazil to the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Administrative Agent. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to person in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of that exceeds $5,000,000, to be 200,000 that is evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor note to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for duly endorsed in a manner satisfactory to the benefit Administrative Agent. Without limiting the foregoing, all promissory notes in favor of any Grantor shall be delivered to the Administrative Agent promptly after request of the Secured Parties, pursuant to the terms hereofAdministrative Agent. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the terms of the Intercreditor Agreement, each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Escrow Release Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Security acquired after the Escrow Release Date, within 45 days (as such date shall be extended in the event it is extended by the Credit Facility Agent in its sole discretion with respect to the corresponding requirement under the First Lien Security Agreement) of receipt thereof) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities); provided that, in the case of promissory notes or other instruments evidencing Indebtedness, are such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness loans referred to in the following clause (ii)) below) having an aggregate principal amount in excess of the Dollar Amount of $5,000,00050,000,000 owed to such Grantor by any Person and (ii) any intercompany loans owed to such Grantor, other than any intercompany loans that constitute Excluded Property, in each case to be evidenced by a duly executed promissory note, and note (ii) any intercompany Indebtedness made by such Grantor or pursuant to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is pledged and, subject to the terms of the Intercreditor Agreement, delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof; provided, that (x) any intercompany loan with a stated principal amount that is equal to or less than $10,000,000 shall not be required to be evidenced by a promissory note and pledged, and subject to the terms of the Intercreditor Agreement, delivered to the Collateral Agent and (y) no intercompany loan with a stated principal amount that is greater than $10,000,000 shall be required to be evidenced by a promissory note and pledged, and subject to the terms of the Intercreditor Agreement, delivered to the Collateral Agent where the stated principal amount of such intercompany loan, together with the stated principal amount of all other intercompany loans with a stated principal amount that is greater than $10,000,000 not evidenced by a promissory note and not delivered to the Collateral Agent, is less than or equal to $100,000,000 in the aggregate for all Grantors. (c) Upon Subject to the terms of the Intercreditor Agreement, upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged Securities (other than any uncertificated securities, but only for Pledged Debt Securities with a face amount less than $1,000,000) to (i) the Applicable Priority Agent or its designee (so long as such securities remain uncertificatedSenior-Priority Obligations are outstanding, other than ABL Facility Obligations) to or (ii) the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Junior-Priority Collateral Agent. (b) Each Grantor will agrees promptly to deliver or cause (i) to be delivered any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal all Pledged Debt Securities with a face amount in excess of $1,000,000 to (i) the Dollar Amount of $5,000,000Applicable Priority Agent or its designee (so long as Senior-Priority Obligations are outstanding, to be evidenced by a duly executed promissory note, and other than ABL Facility Obligations) or (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Junior-Priority Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Applicable Priority Agent or the Junior-Priority Collateral Agent, as applicable, (i) any Pledged Securities certificates, promissory notes, instruments or other documents representing or evidencing pledges of Capital Stock shall be accompanied by undated stock or security powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Applicable Priority Agent or the Junior-Priority Collateral Agent Agent, as applicable, and duly executed in blank and by such other instruments and documents as the Applicable Priority Agent or the Junior-Priority Collateral Agent Agent, as applicable, may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Applicable Priority Agent or the Junior-Priority Collateral Agent Agent, as applicable, may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule I III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Notes Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) to on the extent such Pledged SecuritiesEffective Date, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the Effective Date, are required to be delivered pursuant to paragraph and (bii) within 60 days following the acquisition thereof by such Grantor, in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the Effective Date. (b) Each Grantor will cause (i) any all Indebtedness for borrowed money owed of the Issuer and each Subsidiary that, in each case, is owing to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000Grantor, to be evidenced by a duly executed by, at Grantor’s option, the Global Intercompany Note or one or more standalone promissory notenotes, (ii) the Global Intercompany Note to be delivered to the Notes Collateral Agent pursuant to the terms hereof and (iiiii) any intercompany Indebtedness made not evidenced by such Grantor to the Global Intercompany Note but instead evidenced by a Subsidiary of the Company separate intercompany promissory note having a principal amount exceeding $25,000,000 that is not owing to a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Notes Collateral Agent, for Agent pursuant to the benefit terms hereof along with proper powers and instruments of the Secured Parties, transfer pursuant to the terms hereof. (c) Upon delivery to the Notes Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other tangible property comprising part of the Pledged Collateral to be delivered pursuant to this Section 3.02 shall be accompanied by proper undated instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestin blank. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the securitiesPledged Securities so delivered, which schedule shall be deemed to supplement Schedule II and to be attached hereto as Schedule I and made a part hereof; , provided that failure to attach provide any such schedule hereto or any error therein shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of Holdings, the Borrower and its Subsidiaries and (ii)) having to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to any Pledgor is evidenced by a promissory note in an aggregate principal amount in excess of the Dollar Amount of $5,000,00010,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global Pledgor shall promptly cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (h) or (i) of the Credit Agreement or any equivalent provision under the Notes Indenture or any Other First Lien Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Agent, and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the limitations set forth below, each Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities; provided that, notwithstanding anything contained in this Section 3.02 or elsewhere in this Agreement, (a) to the extent that the provisions of this Agreement require the delivery of, or granting of control over, or giving notice with respect to any ABL Priority Collateral to the Collateral Agent, for then delivery of such Collateral (or control or notice with respect thereto) shall instead be made to the benefit ABL Agent, to be held in accordance with ABL Documents and the Intercreditor Agreement, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied, and (b) at all times prior to the Discharge of ABL Obligations or any Permitted Refinancing Indebtedness in respect of the Secured PartiesABL Credit Agreement, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and all Pledged Securities (other than any uncertificated securities, but only for so long as “control” or similar agreements with respect to such securities remain uncertificatedCollateral) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02ABL Agent. (b) Each Grantor will agrees promptly to deliver or cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral AgentAgent any and all Pledged Debt Securities with a face value in excess of (i) individually, for $250,000 or (ii) in the benefit of the Secured Partiesaggregate, pursuant to the terms hereof$500,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to paragraphs (a) and (b) of this Section 3.02 shall be accompanied by undated stock or security powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request duly executed in blank and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer satisfactory to the Collateral Agent and duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each The Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all certificated Pledged Securities representing or evidencing (i) any Pledged Stock constituting Equity Interests issued by (x) any NHL Entity or (y) any Subsidiary of the Grantor, in each case owned by the Grantor and (ii) any Pledged Debt Securities in a principal amount in excess of $5,000,000 (other than Eligible Investments); provided, that any uncertificated securities, but only for so long as such securities remain uncertificated) promissory note or other instrument shall be returned to the extent Grantor upon request of the Grantor in conjunction with the repayment in full of the indebtedness evidenced thereby or the transfer of such Pledged Securities, Securities in a transaction that is not prohibited by the case of promissory notes Credit Agreement or any other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Loan Document. (b) Each The Grantor will cause any Pledged Debt Securities in a principal amount in excess of $5,000,000 (iother than Eligible Investments) any Indebtedness for borrowed money owed to such the Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess Affiliate of the Dollar Amount of $5,000,000, Grantor) to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global which promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) shall be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral AgentAgent to the extent required by Section 2.02(a), to the extent permitted by the NHL Consent Letter, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I 4 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries of such Pledgor or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause (ii)) having an aggregate principal amount ordinary course of business in excess connection with the cash management operations of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, Borrower and its Subsidiaries and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent that a pledge of such Indebtedness promissory note or instrument would violate applicable law) owed to any Pledgor is evidenced by a promissory note in an aggregate principal amount in excess of the Dollar Amount of $15,000,0005,000,000, a duly executed such Pledgor shall promptly cause such promissory note; in each case (i) note to be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (h) or (i) of the Credit Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Agent, and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount that has a Dollar Equivalent in excess of $10,000,000 (other than intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000, business in connection with the cash management operations of Holdings and the Subsidiaries) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for Administrative Agent (i) on the benefit of the Secured Parties, Effective Date any and all Pledged Securities in existence as of the Effective Date and (other than ii) promptly (and in any uncertificated securitiesevent, but only for so long as such securities remain uncertificatedwithin 20 days after receipt thereof) to any and all Pledged Securities acquired after the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Effective Date. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to with an outstanding principal amount of less than the U.S. Dollar Equivalent of $3,000,000 in the following clause (ii)aggregate owed to such Grantor by any Person that is not Holdings, the Borrower or a Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all certificates or other instruments (if any) representing such Pledged Securities (other than any uncertificated securitiesSecurities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Pledged Stock or (ii) in the case of promissory notes or other instruments evidencing IndebtednessPledged Debt, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constituting Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations of Holdings, the Lead Borrower and its Subsidiaries and (ii)) having an aggregate principal amount in excess to the extent that a pledge of the Dollar Amount of $5,000,000, such promissory note or instrument would violate applicable law) owed to be any Pledgor is evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed such Pledgor shall promptly cause such promissory note; in each case (i) note to be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder (and agrees (to the extent it has the power to do so) that the Collateral Agent may in its place demand such repayment) upon the occurrence and during the continuance of an Event of Default specified under Section 7.01(a), (f), or (g) of the Credit Agreement or any equivalent provision under any Other First Lien Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker of such promissory note. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Agent, and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities that are delivered pursuant to Section 2.04(b)) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be deemed to be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver to the Collateral Agent on the Closing Date all Pledged Securities directly owned by it on the Closing Date and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date of acquisition thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such Pledged Securities (other than Securities. If any uncertificated securitiessecurities subsequently become certificated such that they constitute Pledged Securities, but only for so long the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date such securities remain uncertificatedbecome certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the extent Collateral Agent, for the benefit of the Secured Parties, any and all such Pledged Securitiescertificates. Notwithstanding anything to the contrary in this Section 2.02(a), no such delivery shall be required in the case respect of any promissory notes note or other instruments debt security or similar instrument evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Indebtedness in a principal amount not exceeding $5 million individually. (b) Each Grantor The Grantors will use commercially reasonable efforts to cause (i) any Indebtedness for borrowed money (other than Excluded Assets) owed to such any Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or any of its Subsidiaries) having an aggregate a principal amount in excess of the Dollar Amount of $5,000,00010 million individually, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in the Pledged Collateral by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations and intercompany sales of Holdings, the Borrower and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to having, in the following clause (ii)) having case of each instance of Indebtedness, an aggregate principal amount in excess of $1,000,000 (other than (i) intercompany current liabilities incurred in connection with the Dollar Amount cash management operations and intercompany sales of $5,000,000, the Borrower and the Subsidiaries permitted by the Credit Agreement or (ii) to be the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person and evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor note to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h), or (i) of the Credit Agreement. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date) or on the date on which it signs and delivers a Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (i) any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated, and (ii) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of promissory notes or Promissory Notes and other instruments Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (bother than (A) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (B) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of this Promissory Notes and Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02. 2.02(b). (b) Each Grantor will cause (i) any the Borrower and each Restricted Subsidiary to execute and deliver a counterpart of each of the Intercompany Note and the Intercompany Indebtedness Subordination Agreement and (ii) all Indebtedness for borrowed money in an aggregate principal amount of $250,000 or more owed to such Grantor by any other Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or a Restricted Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notePromissory Note, and shall cause each such Promissory Note, the Intercompany Note and each other Promissory Note (iiif any) evidencing any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Borrower or any Restricted Subsidiary that is not a Grantor owing to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, (A) on the date hereof, in the case of any such Indebtedness existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such Indebtedness existing on such date) 6 (c) or (B) promptly following the incurrence thereof, in the case of any such Indebtedness incurred after the date hereof (or such other date), in each case pursuant to the terms hereof. (cd) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated stock or security note powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent Requisite Lenders and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date (each, a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated) ), subject, in the case of Promissory Notes and Instruments evidencing Indebtedness, to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, Securities are required to be delivered pursuant to paragraph Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (b) other than any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated), such Grantor shall promptly deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder, subject, in the case of this Promissory Notes and Instruments evidencing Indebtedness, to the extent such Pledged Securities are required to be delivered pursuant to Section 2.022.02(b). (b) Each Grantor will cause (i) all indebtedness of Holdings, the Borrower and each other Guarantor that, in each case, is owing to such Grantor to be evidenced by an Intercompany Note, (ii) such Intercompany Note to be pledged and delivered to the Collateral Agent pursuant to the terms hereof and (iii) any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or a Restricted Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Promissory Note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is 90 days following the Closing Date (or such longer period as the Collateral Agent may agree). (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, as agent for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. If any Pledged Stock that is uncertificated on the date hereof shall hereafter become certificated, the applicable Pledgor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Collateral Agent, as agent for the Secured Parties, together with the accompanying stock powers or other documentation required by Section 3.02(c). None of the Pledgors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged Collateral other than the Collateral Agent, as agent for the Secured Parties. (b) Each Grantor will cause (i) To the extent any Indebtedness for borrowed money owed to such Grantor by any Person constitutes Pledged Collateral (other than (i) intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause ordinary course of business in connection with the cash management operations among Holdings, the Borrower and its Subsidiaries or (ii)) having an aggregate principal amount in excess to the extent that a pledge of the Dollar Amount of $5,000,000, to be such promissory note or instrument would violate applicable law) and such Indebtedness for borrowed money is evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global Pledgor shall cause such promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, as agent for the benefit of the Secured Parties, pursuant to the terms hereof; provided that, such pledge in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Pledged Debt Security or other Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)i) having an aggregate principal amount in excess of $15,000,000 or (ii) payable by Parent or any Subsidiary of Parent (other than, in the Dollar Amount case of $5,000,000this clause (ii), any such Indebtedness referred to in clause (A), (B) or (C) of the proviso to Section 3.01(b) and intercompany Indebtedness incurred in the ordinary course of business in connection with the cash management operations and intercompany sales of Parent and each Subsidiary of Parent) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), for the ratable benefit of the Secured Parties, pursuant to the terms hereof. Following the Discharge of Senior Lender Claims, to the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (f), (g) or (h) of the Indenture. (c) Upon delivery to the Collateral Agent (or until the Discharge of Senior Lender Claims, the Intercreditor Agent), (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to to, following the Discharge of Senior Lender Claims, the Collateral Agent Agent, and by such other instruments and documents as as, following the Discharge of Senior Lender Claims, the Collateral Agent Agent, may reasonably request and (ii) all other property comprising constituting part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as (including issuer acknowledgments in respect of uncertificated securities) as, following the Discharge of Senior Lender Claims, the Collateral Agent Agent, may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date) or on the date on which it signs and delivers a Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (i) any uncertificated securitiesUncertificated Securities, but only for so long as such securities Securities remain uncertificated, and (ii) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of promissory notes or Promissory Notes and other instruments Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (bother than (A) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (B) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of this Promissory Notes and Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.022.02(b). (b) Each Grantor will cause (i) any the Borrower and each Restricted Subsidiary to execute and deliver a counterpart of each of the Intercompany Note and the Intercompany Indebtedness Subordination Agreement and (ii) all Indebtedness for borrowed money in an aggregate principal amount of $1,000,000 or more owed to such Grantor by any other Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or a Restricted Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notePromissory Note, and shall cause each such Promissory Note, the Intercompany Note and each other Promissory Note (iiif any) evidencing any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Borrower or any Restricted Subsidiary that is not a Grantor owing to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, (A) on the date hereof, in the case of any such Indebtedness existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such Indebtedness existing on such date) or (B) promptly following the incurrence thereof, in the case of any such Indebtedness incurred after the date hereof (or such other date), in each case pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated stock or security note powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees to that grants a Lien on any of its assets hereunder on the Closing Date (each a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (x) any uncertificated securitiesUncertificated Securities, but only for so long as such securities Uncertificated Securities remain uncertificated, and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of promissory notes or Promissory Notes and other instruments Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than (x) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 60 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of Section 2.02. (b) Each Grantor will cause (i) all Indebtedness of the Borrower and each Guarantor that, in each case, is owing to any Restricted Subsidiary that is not a Grantor to be subject to the Intercompany Indebtedness Subordination Agreement and (ii) any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $1,500,000 owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Borrower or a Restricted Subsidiary) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory notePromissory Note, and shall cause each such Promissory Note, and each Promissory Note (iiif any) evidencing any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company Borrower or any Restricted Subsidiary that is not a Grantor owing to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) be pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as deemed to supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of any Designated Subsidiary) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral on the Closing Date and instead be required to deliver such Pledged Collateral after the Closing Date pursuant to the terms of the Post-Closing Letter Agreement. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, to be evidenced by a duly executed promissory note, note and (ii) any intercompany Indebtedness made by owed to such Grantor to a Subsidiary of by the Company that is not a Grantor Borrower or any Subsidiary, to be evidenced by (x) a duly executed global promissory note to which the Borrower or such Subsidiary of Subsidiary, as the Company that is not a Grantor case may be, is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in the case of each case of clauses (i) and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof; provided, however, that in the case of a global promissory note, the Grantors shall deliver such global note, duly executed, within 60 days of the Closing Date. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the provisions of Section 7.19, each Pledgor agrees promptly (and in any event within 45 days after the acquisition (or such longer time as the Applicable First Lien Representative shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, Securities are either (i) Equity Interests in Subsidiaries or (ii) in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to Excluded Property) (i) having, in the following clause (ii)) having each case, an aggregate principal amount in excess of $15,000,000 or (ii) payable by any Borrower or any Subsidiary (other than (1) intercompany Indebtedness incurred in the Dollar Amount ordinary course of $5,000,000, business in connection with the cash management operations and intercompany sales of each Borrower and each Subsidiary or (2) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement or under any equivalent provision of any Other First Lien Agreement, unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon Subject to the provisions of Section 7.19, upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I III (or a supplement to Schedule III, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (but in any event within 30 days after receipt thereof by such Grantor) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all (i) Pledged Equity, (ii) and in the case of Pledged Debt, to the extent required to be delivered pursuant to paragraph (b) of this Section 2.02 and (iii) any other Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02). (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of the Dollar Amount of $5,000,000, 250,000 owed to be such Grantor by any Person that is evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor note to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer (if appropriate) duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the Intercreditor Agreement, each Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $3.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations of Holdings, the Borrower and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatorypledged and, or (y) at the option of the Grantor, subject to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is Intercreditor Agreement delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, subject to the Intercreditor Agreement, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $2,000,000 (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000, business in connection with the cash management operations of Holdings and the Subsidiaries or (ii) to be the extent that a pledge of such promissory note would violate applicable taw) owed to such Pledgor by any person to he evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement unless such demand would not be commercially reasonable or would not otherwise expose Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the other provisions of this Section 2.02, each Grantor agrees to deliver to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) on or prior to the Closing all Pledged Securities owned by it on the Closing Date (with a list of all such items to be provided by the Company to the Collateral Agent in writing) and with respect to any Pledged Securities issued or acquired after the Closing, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 60 days after the date of acquisition thereof or such longer period as to which the First Lien Representative (provided such First Lien Representative is not the Collateral Agent) may agree in its reasonable discretion) to the Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02). (b) Each Grantor The Grantors will cause (i) any Indebtedness for borrowed money owed to such any Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)Grantors) having an aggregate a principal amount in excess of (i) $1,000,000 individually or (ii) when aggregated with all other such Indebtedness for which this clause has not been satisfied, $5,000,000 in the Dollar Amount of $5,000,000aggregate, to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), (i) any Pledged Securities shall be accompanied by undated stock or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent First Lien Representative and by such other instruments and documents as the Collateral Agent may reasonably request be required and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or documents as the Collateral Agent First Lien Representative may reasonably request. (d) Each Grantor shall immediately upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission deliver the original certificates representing Pledged Equity, the pledge of which is governed by NRS 463.510 (such Pledged Equity, the “Nevada Gaming Pledged Equity”), together with stock powers executed in blank, to (i) prior to the Discharge of Credit Facility Obligations, Bank of America, N.A., as collateral agent under the Existing Credit Agreement (in such capacity, the “Credit Facility Agent”) (as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) or, subject to Section 2.07, the Escrow Agent and (ii) upon the Discharge of Credit Facility Obligations, to the Collateral Agent to the extent the Collateral Agent maintains an office in the State of Nevada where the Nevada Gaming Pledged Equity may be maintained pursuant to the requirements of the Gaming Laws of Nevada or, subject to Section 2.07, the Escrow Agent to be held by the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, in escrow by the Escrow Agent, as the case may be, within the State of Nevada, subject to the requirements of the Nevada Gaming Control Board and Nevada Gaming Commission in accordance with applicable provisions of the Nevada Gaming Control Act and regulations promulgated thereunder. Each In addition, each Grantor shall upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission execute and deliver and cause to be executed and delivered such other documents and instruments (including Uniform Commercial Code financing statements) required to create, evidence or perfect the Collateral Agent’s security interest in the Nevada Gaming Pledged Equity, including, if applicable, the execution and delivery of the Escrow Agreement referred to in Section 2.07. (e) Notwithstanding any other provision of this Agreement: (f) The prior approval of the Nevada Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Nevada Gaming Pledged Securities Equity (except back to original Grantor), the pledge of which is governed by NRS 463.510, and before any other enforcement of the Security Interest of the Collateral Agent in such Nevada Gaming Pledged Equity may occur (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals); (g) The stock certificates evidencing the Nevada Gaming Pledged Equity, the pledge of which is governed by NRS 463.510, must at all times remain physically within the State of Nevada at a location designated to the Nevada Gaming Board and must be accompanied made available for inspection by a schedule describing agents or employees of the securitiesNevada Gaming Board immediately upon request during normal business hours; (h) The provisions of this Agreement relating to the Nevada Gaming Pledged Equity shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals). Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement, that increase or change the Nevada Gaming Pledged Equity that are the subject of the pledge which schedule is governed by NRS 463.510 that change the location of the Nevada Gaming Pledged Equity in the possession of the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, the Escrow Agent, as the case may be, or that change the identity of the Collateral Agent, the Credit Facility Agent or, subject to Section 2.07, Escrow Agent. (i) The prior approval of the Mississippi Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Pledged Equity issued by any Person that is licensed by or registered with the Mississippi Gaming Commission (except back to the original Grantor), the pledge of which is governed by Miss. Code Xxx. Section 00-00-000 (such Pledged Equity, the “Mississippi Gaming Pledged Equity”), and before any other enforcement of the Security Interest in such Mississippi Gaming Pledged Equity may occur (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals). (j) This Agreement shall not be attached hereto as Schedule I amended without the prior administrative approval of the Chairman of the Nevada Gaming Control Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals). Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement that increase or change the Equity Interests that are the subject of the pledge which is governed by NRS 463.510, or that change the identity of the Collateral Agent or, subject to Section 2.07, the Escrow Agent. In the event that the Collateral Agent exercises one or more of the remedies set forth in this Agreement with respect to the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, including, without limitation, the foreclosure, transfer, sale, distribution or other disposition of any interest therein (except back to the Grantor), the exercise of voting and made a part hereofconsensual rights, and any other enforcement of the security interest in such Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, such action will require the separate and prior approval (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals) of the Gaming Authorities in Nevada and Mississippi, respectively, with respect to the Nevada Gaming Pledged Equity and the Mississippi Gaming Pledged Equity, respectively, and, in the case of the Missouri Gaming Pledged Equity, the provision of 30 days prior notice to the Gaming Authorities in Missouri or the licensing or finding of suitability of the Collateral Agent or any transferee thereof, in each case unless such licensing or suitability requirement is waived thereby or is otherwise not required under the applicable Gaming Laws (provided that the foregoing shall not imply any obligation on the Collateral Agent to become licensed); (k) The Collateral Agent and, subject to Section 2.07 in the case of the Nevada Gaming Pledge Equity, the Escrow Agent will be required to comply with the reasonable conditions, if any, imposed by the Gaming Authorities in connection with their approval of the pledge granted hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity; provided that the Collateral Agent shall have no liability for failure to attach comply with such conditions after it has tendered a written notice of its resignation, in accordance with Section 5.20(e)(x); (l) Any approval of the Gaming Authorities of this Agreement, any such schedule amendment hereto shall or the pledge hereunder, in each case in the Nevada Gaming Pledged Equity or the Mississippi Gaming Pledged Equity, or, in the case of the Missouri Gaming Pledged Equity, the satisfaction of the notice obligations under the Gaming Laws of Missouri with respect to this Agreement in the Missouri Gaming Pledged Equity, any amendment hereto or the pledge hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, does not affect constitute approval, either express or implied, of the validity Collateral Agent to take any actions provided for in this Agreement, for which separate approval by the Gaming Authorities or the satisfaction of such pledge separate notice provisions may be required by the Gaming Laws; and (m) The Secured Parties and their respective successors and assigns are subject to being called forward by the Gaming Authorities in their sole and absolute discretion, for licensing, a finding of such suitability or other investigation authorized by the Gaming Laws in order to remain entitled to the benefits of this Agreement, any other Note Documents, and the Intercreditor Agreement, in each case with respect to the Nevada Gaming Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredEquity, the Mississippi Gaming Pledged Equity and the Missouri Gaming Pledged Equity.

Delivery of the Pledged Collateral. (a) Each Grantor, in each case, subject to the Agreed Security Principles, (i) has delivered (A) all certificates, if any, representing the Pledged Equity Interests constituting securities issued to or held by such Grantor agrees on the Closing Date and (B) all instruments or other transferable documents, if any, representing (x) any Indebtedness for borrowed money (other than intercompany loans referred to in clause (y) below) and (y) any intercompany loans (other than any short-term intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings and the Subsidiaries), to the Collateral Agent, together with duly executed undated blank membership interest, stock or note powers, as applicable, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent and (ii) with respect to (A) any certificates representing the Pledged Equity Interests constituting securities issued to or held by such Grantor acquired after the Closing Date and (B) any instruments or other transferable documents representing (x) any Indebtedness for borrowed money (other than intercompany loans referred to in clause (y) below) acquired after the Closing Date and (y) any intercompany loans (other than any short-term intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings and the Subsidiaries) owed to such Grantor, agrees, within 30 days (as such date may be extended by the Collateral Agent acting reasonably) of receipt thereof, to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities (other than any uncertificated securitiessuch certificates, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes instruments or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02transferable documents. (b) Each Grantor will cause (i) any Indebtedness for borrowed money (other than intercompany loans referred to in clause (ii) below) having an aggregate outstanding principal amount in excess of €5,000,000 owed to such Grantor by any Person and (ii) any intercompany loans (other than any short-term intercompany Indebtedness between Grantors and intercompany Indebtedness referred to current liabilities incurred in the following clause (ii)ordinary course of business in connection with the cash management operations of Holdings and the Subsidiaries) having an aggregate principal amount owed to such Grantor, in excess of the Dollar Amount of $5,000,000each case, to be evidenced by a duly executed promissory note, and note (ii) any intercompany Indebtedness made by such Grantor or pursuant to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated membership interest, stock or security powers note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request to perfect (including to achieve priority) the Security Interest in such Pledged Securities under applicable law and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestrequest to perfect (including to achieve priority) the Security Interest in such property under applicable law. Each If reasonably requested by the Collateral Agent, each delivery of a certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as a supplement to Schedule I or II, as applicable, and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. Without limiting the foregoing, each Grantor hereby authorizes the Collateral Agent to supplement this Agreement by supplementing Schedules I and II hereto to identify specifically any Pledged Collateral of a Grantor; provided that failure to attach any such schedule hereto shall not affect the validity of the security interest in any such Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations of Parent, the Borrower and the other Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon a Specified Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that it has delivered to the Collateral Agent on the date hereof (i) all certificates, agreements or instruments representing or evidencing the Pledged Stock and (ii) all certificates, agreements or instruments representing or evidencing the Pledged Debt in existence on the date hereof in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly (and, in any event, within 10 Business Days of its receipt of same) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all certificates, agreements or instruments in respect of Pledged Securities (other than any uncertificated securities, but only for so long as Stock or Pledged Debt hereafter acquired by such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor will cause (i) each Intercompany Note or other promissory note issued by the Borrower or any of its Subsidiaries to a Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to such Grantor by any other Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount which is in excess of the Dollar Amount of $5,000,000, 500,000 in principal amount to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) and (ii) that is delivered to the Collateral AgentAgent on the date hereof. Each Grantor agrees to cause each Intercompany Note or other promissory note hereafter acquired by such Grantor issued by the Borrower or any of its Subsidiaries to such Grantor or evidencing any Indebtedness for borrowed money owed to such Grantor by any other Person that is in excess of $500,000 in principal amount to be delivered promptly (and, for the benefit in any event, within 10 Business Days of receipt of the Secured Parties, pursuant same) to the terms hereofCollateral Agent. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or security powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Securities and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestrequest to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Collateral. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached as a supplement to Schedule 3.03 hereto as Schedule I and made a part hereof; thereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly (and in any event, within 45 days after the acquisition (or such longer time as the Agent shall permit in its reasonable discretion)) to deliver or cause to be delivered as promptly as practicable to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of Securities are either (i) Equity Interests or (ii) promissory notes or other instruments evidencing Indebtedness, are Indebtedness required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to having, in the following clause (ii)) having each case, an aggregate principal amount in excess of $5,000,000 (other than (A) intercompany current liabilities in connection with the Dollar Amount cash management operations of $5,000,000, Holdings and its subsidiaries or (B) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(a), (b), (e), (f) or (g) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I III (or a supplement to Schedule III, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Each Pledgor hereby agrees that all Pledged Collateral acquired by the Agent while the Credit Facility Obligations are outstanding are subject to the Intercreditor Agreement and after the discharge of the Credit Facility Obligations shall immediately upon receipt thereof by such Pledgor be delivered to the Agent and shall be in suitable form for transfer by delivery.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered as promptly as practicable to the Collateral Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.023.02. (b) Each Grantor Pledgor will cause (i) any Indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany Indebtedness between Grantors and intercompany Indebtedness referred to in the following clause (ii)) having an aggregate principal amount in excess of $10.0 million (other than (i) intercompany current liabilities incurred in the Dollar Amount ordinary course of $5,000,000business in connection with the cash management operations of Holdings, the Borrower and the other Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note, and (ii) any intercompany Indebtedness made by such Grantor to a Subsidiary of the Company note that is not a Grantor to be evidenced by (x) a duly executed global promissory note to which such Subsidiary of the Company that is not a Grantor is a signatory, or (y) at the option of the Grantor, to the extent such Indebtedness is in an aggregate principal amount in excess of the Dollar Amount of $15,000,000, a duly executed promissory note; in each case (i) pledged and (ii) that is delivered to the Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment thereunder upon a Specified Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon delivery to the Collateral Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or security powers note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment or transfer duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.