Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 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 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) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock 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 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. Each Grantor agrees promptly (and in any event (ia) with respect to A certificate or certificates, bearing applicable securities law legends, currently representing each Pledgee’s Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Shares shall be delivered to the Collateral Agentcustodian under that certain Securities Account Control Agreement, dated as of the date hereof, among the Pledgor, the Pledgees and Mellon Investors Services LLC, as custodian (the “Custodian”) (the “Securities Account Control Agreement”), for deposit into the benefit Accounts (as defined therein) concurrently with or prior to the execution and delivery of this Agreement. In connection with the foregoing, the Pledgor shall take all actions necessary, including causing the issuance of any necessary legal opinions, to cause AVII to issue the Pledged Shares in the name of the Secured PartiesCustodian, any and all Pledged Securities (other than any uncertificated securitieson behalf of the Pledgees, but only for so long as such securities remain uncertificated) required or payable to be delivered pursuant or to the definition of “Collateral and Guarantee Requirement” in order of, the Credit Agreement, Section 6.10(a)(i)(CCustodian or (ii) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only endorsed to the extent required pursuant order of the Custodian or in blank. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to time shall be delivered to the Collateral Agent, Custodian in accordance with the Securities Account Control Agreement for deposit into the benefit Accounts promptly upon the receipt thereof by or on behalf of the Secured PartiesPledgor. All such promissory notes, certificates and instruments shall be held on behalf of the Pledgees pursuant to the terms hereof. Upon Securities Account Control Agreement, and shall be delivered in suitable form for transfer by delivery to the Collateral Agent, (i) any Pledged Securities or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Pledgees. If any Pledged Collateral Agent and consists of uncertificated securities, the Pledgor shall cause the Custodian, on behalf of the Pledgees, to become the registered holder thereof, or, to the extent practicable, cause AVII to agree that it will comply with instructions originated by the Custodian, on behalf of the Pledgees, with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Custodian, on behalf of the Pledgees. The Pledgor further agrees to execute such other instruments documents and documents to take such other actions as the Collateral Agent may Custodian or any Pledgee deems reasonably request necessary or desirable to create and (ii) all other property comprising part perfect the security interests intended to be created hereunder, to effect the foregoing and to permit the Custodian and each Pledgee to exercise any of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor its rights 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 deliveredremedies hereunder.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (ia) with respect to Pledged Securities owned on All promissory notes currently evidencing the Initial Closing Date, within the time period set forth on Schedule I Pledged Debt and (ii) with respect to Pledged Securities acquired after all certificates and instruments currently representing the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Pledged Shares shall be delivered to the Collateral Agent, for Administrative Agent on or prior to the benefit execution and delivery of the Secured Parties, any this Agreement. All other promissory notes evidencing Pledged Debt and all other certificates and instruments representing Pledged Securities (Shares or other than any uncertificated securities, but only for so long as such securities remain uncertificated) Pledged Collateral from time to time or otherwise required to be delivered pledged to the Administrative Agent pursuant to the definition terms of “Collateral the Loan Agreement or the terms of this Agreement (the "Additional Collateral") shall be delivered to the Administrative Agent within 5 days of receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and Guarantee Requirement” instruments shall be held by or on behalf of the Administrative 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 Credit AgreementAdministrative Agent. Within 5 days of the receipt by a Pledgor of the Additional Collateral, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided thata Pledge Amendment (Debt), in the case of promissory notes Pledged Debt, or other instruments evidencing Indebtednessa Pledge Amendment (Stock), such in the case of Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (Shares, in each casecase duly executed by such Pledgor, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to shall be delivered to the Collateral Agent, for the benefit Administrative Agent in respect of the Secured Parties, Additional Collateral which is to be pledged pursuant to this Agreement and the terms hereofLoan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of this Agreement. Upon delivery The Pledgors hereby authorize the Administrative Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral Agent, (i) any Pledged Securities and the Pledgors shall be accompanied by stock powers or note powers, as applicable, duly executed deemed upon delivery thereof to have made the representations and warranties set forth in blank or other instruments of transfer reasonably satisfactory Section 5 hereof with respect 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 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (a) All certificates evidencing shares of stock [(except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated)], partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Agent, together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto 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. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement. Each Grantor agrees promptly (and in any event Pledge Amendment shall be deemed (i) with respect to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities acquired after Securities; in either case the Initial Closing Date, within 60 days (as such date may be extended by absence of any Pledge Amendment shall not in any way effect the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to be delivered to the Collateral Agent, for the benefit validity of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock 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 pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be accompanied by proper instruments of assignment duly executed by deemed upon delivery thereof to have made the applicable Grantor representations and warranties set forth in Section 5 with respect to 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (a) All certificates evidencing shares of stock (except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated), partnership interests, member interests and all other equity interests currently representing Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "PLEDGED SECURITIES") shall be delivered to the Agent, together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto 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. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement. Each Grantor agrees promptly (and in any event Pledge Amendment shall be deemed (i) with respect to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities acquired after Securities; in either case the Initial Closing Date, within 60 days (as such date may be extended by absence of any Pledge Amendment shall not in any way effect the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to be delivered to the Collateral Agent, for the benefit validity of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock 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 pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be accompanied by proper instruments of assignment duly executed by deemed upon delivery thereof to have made the applicable Grantor representations and warranties set forth in Section 5 with respect to 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 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 to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Debt Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificatedi) required to be delivered pursuant to on the definition of “Collateral and Guarantee Requirement” date hereof in the Credit Agreementcase of any such Pledged Debt Securities owned by such Grantor on the date hereof, Section 6.10(a)(i)(Cand (ii) thereof and/or Section 2.04 hereof; provided thatpromptly (and in any event within 45 days after the end of each fiscal quarter (or such later date as the Collateral Agent may reasonably agree)) after the acquisition thereof, in the case of promissory notes or other instruments evidencing Indebtedness, any such Pledged Debt Securities shall be required to be delivered only to acquired by such Grantor after the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms date hereof. Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Debt Securities shall be accompanied by stock undated note powers or 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 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 Debt Securities shall be accompanied by a schedule describing the securitiessuch Pledged Debt 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 Debt Securities. Each schedule so delivered shall supplement or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) All promissory notes currently evidencing the Pledged Debt and in any event (i) with respect to all certificates currently representing the Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Shares shall be delivered to the Lender on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged 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) from time to time or required to be delivered pledged to the Lender pursuant to the definition terms of “Collateral this Agreement and Guarantee Requirement” in the Credit Term Loan Agreement, Section 6.10(a)(i)(C(the "Additional Collateral") shall be promptly delivered to the Lender, but in no event later than five (5) Business Days of receipt thereof and/or Section 2.04 hereof; provided thatby or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers (with signature medallion guaranteed) executed in blank, all in form and substance reasonably satisfactory to the Lender. Within five (5) Business Days of the receipt by the Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the case form of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities Annex I hereto (a "Pledge Amendment") shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral AgentLender, for the benefit in respect of the Secured Parties, Additional Collateral which are to be pledged pursuant to this Agreement and the terms hereofTerm Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Upon delivery The Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Pledged Collateral Agent, (i) any Pledged Securities and the Pledgor shall be accompanied by stock powers or note powers, as applicable, duly executed deemed upon delivery thereof to have made the representations and warranties set forth in blank or other instruments of transfer reasonably satisfactory Section 5 with respect 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 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (ia) with respect to All certificates currently representing the Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Shares shall be delivered to the Collateral Administrative Agent, for together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank, on or prior to the benefit execution and delivery of the Secured Partiesthis Agreement. All other promissory notes, any certificates and all instruments constituting Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) Collateral from time to time or required to be delivered pledged to the Administrative Agent pursuant to the definition terms of “the Credit Documents to which it is a party (the "Additional Collateral") shall be delivered to the Administrative Agent within 10 Business Days of receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Administrative 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 Administrative Agent. Within 10 Business Days of the receipt by the Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment") shall be delivered to the Administrative Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) which Pledge Amendment shall from and after delivery thereof and/or Section 2.04 hereof; provided that, in constitute part of Schedule I hereto. The Pledgor hereby authorizes the case of promissory notes Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral Agent, for and the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities Pledgor shall be accompanied by stock powers or note powers, as applicable, duly executed deemed upon delivery thereof to have made the representations and warranties set forth in blank or other instruments of transfer reasonably satisfactory Section 5 with respect 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 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) All promissory notes currently evidencing the Pledged Debt and in any event (i) with respect to all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to shall be delivered to the Collateral Agent, for together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the benefit execution and delivery of the Secured Partiesthis Agreement. All other promissory notes, any bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities (other than any uncertificated securitiesfrom time to time, but only for so long as such securities remain uncertificated) required to shall be delivered pursuant pledged to the definition of “Collateral and Guarantee Requirement” in Agent (the Credit Agreement, Section 6.10(a)(i)(C"ADDITIONAL COLLATERAL") thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, Agent (or to such other Person as provided for in the benefit Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Secured PartiesPledgors. All such promissory notes, pursuant to bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and Agent. Within ten (ii10) all other property comprising part Business Days of the Pledged Collateral shall be accompanied receipt by proper instruments any Pledgor of assignment any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Pledgor shall be accompanied by a schedule describing deemed upon delivery thereof to have made the securities, which schedule shall be attached hereto as Schedule I representations and made a part hereof; provided that failure warranties set forth in Section 5 with respect 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) Pursuant to the Amended and in any event (i) with respect Restated Securities Account Control Agreement, a certificate or certificates, bearing applicable securities law legends, currently representing each Pledgee’s Pledged Shares, has previously been delivered to Pledged Securities owned on the Initial Closing DateCustodian, within for deposit into the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days Accounts (as such date may be extended by defined therein) prior to the execution and delivery of this Agreement. Pursuant to the Securities Purchase Agreement and the Cash Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Account Control Agreement, the Cash Collateral, currently representing each Pledgee’s Cash Collateral, shall be delivered to the Cash Collateral AgentCustodian, for deposit into the benefit Cash Collateral Account, concurrently with or prior to the execution and delivery of this Agreement. In connection with the foregoing, the Pledgor shall take all actions necessary, including causing the issuance of any necessary legal opinions, to cause AVII to issue the Pledged Shares in the name of the Secured PartiesCustodian, any and all Pledged Securities (other than any uncertificated securitieson behalf of the Pledgees, but only for so long as such securities remain uncertificated) required or payable to be delivered pursuant or to the definition of “Collateral and Guarantee Requirement” in order of, the Credit Agreement, Section 6.10(a)(i)(CCustodian or (ii) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only endorsed to the extent required pursuant order of the Custodian or in blank. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to time shall be delivered to the Custodian and the Cash Collateral AgentCustodian, as applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, for deposit into the benefit Accounts promptly upon the receipt thereof by or on behalf of the Secured PartiesPledgor. All such promissory notes, certificates and instruments shall be held on behalf of the Pledgees pursuant to the terms hereof. Upon Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, and shall be delivered in suitable form for transfer by delivery to the Collateral Agent, (i) any Pledged Securities or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Pledgees. If any Pledged Collateral consists of uncertificated securities, the Pledgor shall cause the Custodian or note powersthe Cash Collateral Custodian, as applicable, duly executed in blank or other instruments on behalf of transfer reasonably satisfactory the Pledgees, to become the registered holder thereof, or, to the Collateral Agent and extent practicable, cause AVII to agree that it will comply with instructions originated by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part Custodian, on behalf of the Pledgees, with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall be accompanied by proper instruments of assignment duly executed by transfer such security entitlements to the applicable Grantor and such other instruments Custodian or documents as the Cash 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 modifyCustodian, as applicable, on behalf of the Pledgees. The Pledgor further agrees to execute such other documents and to take such other actions as the Custodian or the Cash Collateral Custodian, as applicable, or any prior schedules so deliveredPledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be created hereunder, to effect the foregoing and to permit the Custodian or the Cash Collateral Custodian, as applicable, and each Pledgee to exercise any of its rights and remedies hereunder.

Delivery of the Pledged Collateral. (a) All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities")shall be delivered to the Agent, together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto 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. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement. Each Grantor agrees promptly (and in any event Pledge Amendment shall be deemed (i) with respect to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities acquired after Securities; in either case the Initial Closing Date, within 60 days (as such date may be extended by absence of any Pledge Amendment shall not in any way effect the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to be delivered to the Collateral Agent, for the benefit validity of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock 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 pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be accompanied by proper instruments of assignment duly executed by deemed upon delivery thereof to have made the applicable Grantor representations and warranties set forth in Section 5 with respect to 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (b) Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 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 to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) and to the extent such Pledged Securities are Pledged Debt, only as are required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph under clause (b) of this Section 2.02immediately below. Each Grantor will cause each promissory note or instrument evidencing any Indebtedness owing to a Grantor for borrowed money having an aggregate principal amount equal to or in excess of $20,000,000 individually 5,000,000, which for avoidance of doubt excludes accounts receivable in the ordinary course of business, owed to such Grantor by any Person (in each case, other than Excluded Propertya Loan Party) to be evidenced by a duly executed promissory note that is required to be delivered pursuant to the definition of “Collateral pledged and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock 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 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 III 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 or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 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 to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, for the benefit of the Secured Parties, ) any and all Pledged Securities (i) (A) of the Company, the Issuers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other Pledged Securities, as promptly as practicable, and in any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to event within 30 days after the definition of “Collateral and Guarantee Requirement” Effective Date in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided thateach case, in the case of promissory notes or other instruments evidencing Indebtedness, any such Pledged Securities shall be required to be delivered only to owned by such Grantor on the extent required pursuant to paragraph date hereof, and (bii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. Each As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause each promissory note any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, an Issuer or instrument evidencing Indebtedness owing to any of their Subsidiaries in a Grantor having an aggregate principal amount in excess of $20,000,000 individually 50,000,000 to be evidenced by a duly executed promissory note (in each caseincluding, other than Excluded Propertyif such security interest can be perfected therein, a grid note) that is required to be delivered pursuant to the definition of “Collateral pledged and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, for the benefit of the Secured Parties, ) pursuant to the terms hereof. Upon delivery to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock powers or note powers, as applicable, 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 undated proper instruments of assignment duly executed in blank 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 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 or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) All certificates evidencing shares of stock, partnership interests, member interests and in any event (i) with respect to all other equity interests currently representing the Domestic Pledged Securities owned on or the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Foreign Pledged Securities acquired after (collectively, the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion"Pledged Securities") of receipt thereof) to deliver or cause to shall be delivered to the Collateral Agent, for together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the benefit execution and delivery of the Secured Partiesthis Agreement. All certificates evidencing shares of stock, any partnership interests, member interests and all other equity interests constituting the Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required hereafter owned by the Pledgor from time to be delivered time are hereby pledged to the Agent pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) terms of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually Agreement (in each case, other than Excluded Propertythe "Additional Collateral") that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to shall be delivered to the Collateral Agent, for the benefit Agent within ten (10) Business Days of receipt thereof by or on behalf of the Secured PartiesPledgor. All such certificated shares of stock, pursuant to partnership interests, member interests and all other equity interest evidencing the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral Agent which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments after delivery thereof constitute part of Schedules I and documents as II hereto. Each Pledge Amendment shall be deemed to amend only the Collateral Agent may reasonably request Schedules I and (ii) all other property comprising part II to this Agreement, and the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be accompanied by proper instruments of assignment duly executed by deemed upon delivery thereof to have made the applicable Grantor representations and warranties set forth in Section 5 with respect to 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees All certificates and instruments currently representing the Pledged Shares and Pledged Warrants are being delivered to Pledgee concurrently with the execution and delivery of this Agreement, to be held by it hereunder. The certificates and instruments being delivered hereunder consist of three stock certificates (two for 400,000 shares of the Pledged Shares each, and one for 200,000 shares of the Pledged Shares), and three separate warrants (two evidencing the right to purchase 16,393,442 shares of Common Stock each, and one evidencing the right to purchase 8,196,723 shares of Common Stock). All other certificates and other instruments constituting Pledged Collateral from time to time shall be delivered to Pledgee promptly upon the receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by Pledgee 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 Pledgee. Any new, additional or different securities or other property (and in any event (iother than regular cash dividends) which may now or hereafter become distributable with respect to the Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended Collateral by the Collateral Agent in its sole discretion) reason of receipt thereof) to deliver or cause to be delivered 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) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or note powerssplit, as applicablestock dividend, duly executed in blank recapitalization, combination of shares, exchange of shares or other instruments of transfer reasonably satisfactory to change affecting the Collateral Agent and by such other instruments and documents Common Stock as the Collateral Agent may reasonably request and a class or (ii) all any merger, consolidation or other property comprising reorganization affecting the capital structure of Pledgee shall, upon receipt by Pledgor, be promptly delivered to and deposited with Pledgee as part of the Pledged Collateral shall be accompanied by proper instruments hereunder. To the extent Pledgee reasonably deems it necessary or advisable to perfect its security interest hereunder in addition to its possession of assignment duly executed by the applicable Grantor Pledged Collateral, Pledgor hereby authorizes Pledgee, concurrently with its execution and such other instruments delivery of this Agreement or documents at any time that Pledgee may thereafter determine, to prepare and file UCC-1 financing statements naming Pledgor as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule debtor and Pledgee as secured party and 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 deliveredcollateral pledged hereunder in reasonable detail.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) All certificates evidencing shares of stock ([except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated]), partnership interests, member interests and in any event (i) with respect to all other equity interests currently representing the Domestic Pledged Securities owned on or the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Foreign Pledged Securities acquired after (collectively, the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion"Pledged Securities") of receipt thereof) to deliver or cause to shall be delivered to the Collateral Agent, for together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the benefit execution and delivery of the Secured Partiesthis Agreement. All certificates evidencing shares of stock, any partnership interests, member interests and all other equity interests constituting the Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required hereafter owned by the Pledgor from time to be delivered time are hereby pledged to the Agent pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) terms of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually Agreement (in each case, other than Excluded Propertythe "ADDITIONAL COLLATERAL") that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to shall be delivered to the Collateral Agent, for the benefit Agent within ten (10) Business Days of receipt thereof by or on behalf of the Secured PartiesPledgor. All such certificated shares of stock, pursuant to partnership interests, member interests and all other equity interest evidencing the terms hereof. Upon delivery to the Collateral Agent, (i) any Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral Agent which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments after delivery thereof constitute part of Schedules I and documents as II hereto. Each Pledge Amendment shall be deemed to amend only the Collateral Agent may reasonably request Schedules I and (ii) all other property comprising part II to this Agreement, and the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be accompanied by proper instruments of assignment duly executed by deemed upon delivery thereof to have made the applicable Grantor representations and warranties set forth in Section 5 with respect to 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (a) All promissory notes currently evidencing such Pledgor's Pledged Debt and in any event (i) with respect to all certificates currently representing such Pledgor's Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to Shares shall be delivered to the Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting such Pledgor's Pledged Collateral Agentfrom time to time or required to be pledged to the Agent pursuant to the terms of the Loan Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) days of receipt thereof by or on behalf of such Pledgor. All such promissory notes, certificates and instruments shall be held by the Agent or by a third party on behalf of the Agent pursuant hereto, and, if held by a third party, shall be subject to an "authenticated" record (within the meaning of the Code) in which such third party acknowledges that it is holding such Pledged Collateral for the benefit of the Secured PartiesAgent, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to shall be delivered pursuant 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 definition Agent. Within ten (10) days of “Collateral and Guarantee Requirement” in the Credit Agreementreceipt by any Pledgor of the Additional Collateral, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided thata Pledge Amendment, duly executed by such Pledgor, in substantially the case form of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities Schedule III hereto (a "Pledge Amendment") shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit in respect of the Secured Parties, such Pledgor's Additional Collateral which is to be pledged pursuant to this Agreement and the terms hereofLoan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Upon delivery Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral Agent, (i) any Pledged Securities and such Pledgor shall be accompanied by stock powers or note powers, as applicable, duly executed deemed upon delivery thereof to have made the representations and warranties set forth in blank or other instruments of transfer reasonably satisfactory Section 5 with respect 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 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 deliveredAdditional Collateral.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (and in any event (i) with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 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 to the Collateral Agent, for the benefit of the Secured Parties, Agent any and all Pledged Securities (i) (A) of the Company, the Borrowers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other Pledged Securities, as promptly as practicable, and in any uncertificated securities, but only for so long event within 30 days after the Effective Date (or such later date as such securities remain uncertificatedthe Collateral Agent may reasonably agree) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided thateach case, in the case of promissory notes or other instruments evidencing Indebtedness, any such Pledged Securities shall be required to be delivered only to owned by such Grantor on the extent required pursuant to paragraph date hereof, and (bii) promptly (and in any event within 60 days (or such later date as the Collateral Agent may reasonably agree)) after the acquisition thereof, in the case of this Section 2.02any such Pledged Securities acquired by such Grantor after the date hereof. Each As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause each promissory note any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, the Borrowers or instrument evidencing Indebtedness owing to any of their Subsidiaries in a Grantor having an aggregate principal amount in excess of $20,000,000 individually 50,000,000 to be evidenced by a duly executed promissory note (in each caseincluding, other than Excluded Propertyif such security interest can be perfected therein, a grid note) that is required to be delivered pursuant to the definition of “Collateral pledged and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, Agent pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock powers or 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 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 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 or otherwise modify, as applicable, any prior schedules so delivered.