Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ai) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, contemporaneously with or prior to the Discharge execution and delivery of First Lien Obligations, this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee pursuant to the terms of this Agreement or the Collateral Agent) any and all certificatesFinancing Agreement (the “Additional Collateral”), instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (or, prior to promptly upon receipt thereof by or on behalf of the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee 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 or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any and all Pledged Debt Securities. (c) Upon delivery Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (oror its custodian, prior nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (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) 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 any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a gratuitous bailee 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, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent), (i) shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (bi) Each Grantor agrees promptly to will pledge and deliver or cause to be delivered to the Collateral Agent (pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of $250,000 or, prior to in the Discharge aggregate, in excess of First Lien Obligations$1,000,000. (ii) Each Grantor acknowledges and agrees that, to the First Lien Collateral Agentextent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Issue Date, acting as then such Grantor shall not reduce any such debt securities to a gratuitous bailee promissory note or other instrument evidencing such debt securities after the Issue Date; unless such Grantor promptly delivers each such promissory note or other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000, to the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers, note powers or allonges, as applicable duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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, at the reasonable request of the Collateral Agent, 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause (i) any Indebtedness for borrowed money owed to deliver or cause such Grantor by any other Grantor and (ii) any Indebtedness for borrowed money in a principal amount in excess of $1,000,000 owed to such Grantor by any Person (other than another Grantor), in each case (x) other than Permitted Investments in which a perfected security interest exists pursuant to Article IV hereof and (y) to be evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to or the Discharge of First Lien Obligations, to the First Lien Revolver Collateral Agent, acting Agent as a gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Collateral Agent) any and all certificatesSecured Parties, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt SecuritiesCertificated Securities evidencing Pledged Stock. (ci) Upon delivery to the Collateral Agent (oror the Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement), prior any Pledged Certificated Securities required to be delivered pursuant to the Discharge foregoing paragraph (a) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 3.02 shall be accompanied by undated stock powers powers, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such instrument of transfer that is reasonably satisfactory to the Revolver Collateral Agent shall be deemed to be reasonably satisfactory to the Collateral Agent) and by such other instruments and documents as the Collateral Agent may reasonably request (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, the Collateral Agent may only request such instruments and documents that are also reasonably requested by the Revolver Collateral Agent) and (ii) upon execution of this Agreement, all other property comprising part of the Pledged Collateral 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 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 requestrequest (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, the Collateral Agent may only request such instruments and documents that are also reasonably requested by the Revolver Collateral Agent). Each delivery of Pledged Certificated Securities shall be accompanied by a schedule describing the applicable securities, which and with respect to such Pledged Collateral existing on the Closing Date, such schedule shall be is attached hereto as Schedule II I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such Pledged Certificated Securities. Each schedule describing the securities delivered in connection with a delivery of Pledged Certificated Securities shall supplement any prior schedules so delivered. (c) With respect to any Pledged Stock that is an “uncertificated security” (as defined in the New York UCC), each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15; (y) any Pledgor first acquiring Pledged Stock that is an “uncertificated security” or (z) the date that any Pledged Stock already pledged hereunder becomes an “uncertificated security” (as defined in the New York UCC), to cause the Collateral Agent (or the Revolver Agent as gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(c)(2) of the New York UCC) over such uncertificated securities by causing the relevant Pledged Interests Issuer to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such agreement that is in form and substance reasonably satisfactory to the Revolver Collateral Agent shall be deemed to also be in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such Pledged Interest Issuer agrees to comply with all instructions of the Collateral Agent (or the Revolver Collateral Agent, to the extent it is a gratuitous bailee for the Collateral Agent pursuant to the Intercreditor Agreement) relating to such uncertificated securities without further consent of the Pledgor. Each delivery of a control agreement with respect to uncertificated securities shall be accompanied by a schedule describing the securities, and, with respect to such Pledged Collateral existing on the Closing Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (d) Notwithstanding paragraphs (a) and (c) above, with respect to any Pledged Stock in which the Pledgor holds its interest in the form of a security entitlement, each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15, (y) any Pledgor first acquiring Pledged Stock held in the form of a security entitlement or (z) the date that any Pledged Stock becomes held by a Pledgor in the form of a security entitlement, to cause the Collateral Agent (or the Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(d)(2) of the New York UCC) over such security entitlement by causing the applicable securities intermediary to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such agreement that is in form and substance reasonably satisfactory to the Revolver Collateral Agent shall be deemed to also be in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the securities intermediary agrees to comply with all entitlement orders of the Collateral Agent (or the Revolver Collateral Agent, to the extent it is a gratuitous bailee for the Collateral Agent pursuant to the Intercreditor Agreement) relating to such security entitlement without further consent of the Pledgor. Each delivery of a control agreement with respect to security entitlements shall be accompanied by a schedule describing the securities underlying such security entitlements, and, with respect to such Pledged Collateral existing on the Closing Date, such schedule is 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 the such pledge of such Pledged Securitiesuncertificated securities. Each schedule so delivered describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (e) Notwithstanding anything herein to the contrary, the Collateral Agent shall not issue instructions or entitlement orders (in each case as such term is used in the New York UCC) to a bank, securities intermediary or Pledged Interests Issuer or other party to any control agreement (including any securities account control agreement or agreement of a Pledged Interests Issuer of the type contemplated by Sections 3.02(b), (c) and (d)) In accordance with entered into pursuant to the terms of the Intercreditor AgreementLoan Documents, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer unless an Event of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementDefault has occurred and is continuing.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities; provided that, so long as no Event of Default shall have occurred and be continuing, Collateral Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any promissory notes pledged by such Grantor available to such Grantor for purposes of prosecution, collection or renewal. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of 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 powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver such Grantor by Holdings, the Borrower or cause any Subsidiary to be evidenced by a duly executed promissory note and, if in an amount in excess if $250,000, pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing 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 duly executed in blank 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 accompanied, to the extent necessary or reasonably required to perfect the security interest in or allow realization on the Pledged Collateral, 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly The Market Price (as defined in the Note) of the Pledged Shares as of each date of determination (the "Pledged Share Value"), shall at all times equal or exceed the aggregate principal amount outstanding under the Notes (whether or not then due and payable). The Pledgor shall, within five business days following the receipt of notice from the Collateral Agent on behalf of all of the Buyers, that the Pledged Share Value is less than the aggregate principal amount outstanding under the Notes, deliver additional shares ("Additional Pledged Shares") to the Collateral Agent in accordance with the terms of this Section 4 such that the Pledged Share Value shall be no less than the aggregate principal amount at any time and from time to time outstanding under the Notes; provided that the maximum number of Additional Pledged Shares that the Pledgor shall be required to deliver or cause to under this Agreement and any other Transaction Document shall not exceed 1,000,000. (b) All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent (or, or prior to the Discharge execution and delivery of First Lien Obligations, this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral AgentAgent pursuant to the terms of this Agreement or the Securities Purchase Agreement, acting as a gratuitous bailee of including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the Collateral Agent"Additional Collateral") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated share transfer forms executed in blank, prior all in form and substance reasonably satisfactory to the Discharge Buyers. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee), acting upon the written direction of the Buyers, with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer such securities entitlements to the First Lien Collateral AgentAgent (or its designated custodian, acting as a gratuitous bailee of nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral AgentAgent (or its designated custodian, nominee or other designee) any and all Pledged Debt Securitieswithout further consent by the Pledgor. (c) Upon 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 the Collateral Agent, in respect of the Additional Collateral which is or are to be 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 the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute 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 Share, 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 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, the Pledgor shall receive such share certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for Obligations. (e) The Pledgor shall use its reasonable best efforts to procure the purpose entry in the register of perfecting members of the security interest therein granted under Company pursuant to section 66(8) of the BVI Business Companies Act, 2004 (British Virgin Islands) the details of this AgreementPledge and of any Pledge Amendment.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) 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 (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent Each Grantor pledging Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral deliver to the Collateral Agent following an agreement among the Discharge of First Lien Obligationsissuer thereof, the Collateral Agent and such Grantor, in form and substance satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent without further consent by such Grantor and not to comply with instructions regarding such Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as gratuitous bailee for applicable, originated by any other person other than a court of competent jurisdiction. The Collateral Agent agrees with each Grantor that the Secured Parties solely for the purpose Collateral Agent shall not give any such instructions or directions to any such issuer unless an Event of perfecting the security interest therein granted under this AgreementDefault has occurred and is continuing.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to 3.1 On or before the Closing Date, the Pledgor shall deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Term Loan Agent, acting as a gratuitous agent and bailee of for the Collateral Agent) any and all certificatesAgent in accordance with the Intercreditor Agreement, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to , any and all Investment Property, and any and all certificates or other instruments or documents representing the Collateral Agent (orPledged Collateral, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated and stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and such other instruments of assignment and documents as the Agent may reasonably request. 3.2 The Pledgor hereby irrevocably authorizes the Agent at any time and from time to time to file in any appropriate filing office, wherever located, any financing statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement. The Pledgor also authorizes the Agent to file a copy of this Agreement in lieu of a financing statement. The Pledgor shall provide the Agent with any information the Agent shall reasonably request in connection with any of the foregoing. 3.3 In the event that Pledgor shall acquire any additional Pledged Securities, by purchase or otherwise, then Pledgor shall forthwith deliver such additional stock certificates and stock powers duly executed in blank or other instruments of transfer satisfactory to the 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, to the Agent, unless the Term Loan Facility remains outstanding, in which case the Pledgor shall deliver such additional stock certificates and stock powers to the Term Loan Agent, as agent and bailee for the Agent in accordance with the Intercreditor Agreement, and not in its individual capacity, pursuant to the terms of the Intercreditor Agreement. Each Upon each such delivery of Pledged Securities Securities, Pledgor shall be accompanied by deliver to Agent a schedule describing the applicable securitiesPledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement supersede any prior schedules so delivered. (d) 3.4 In accordance with the terms event that the Term Loan Facility is terminated and the obligations under the Term Loan Facility are paid in full prior to the termination of this Agreement and the Intercreditor Loan Agreement, the Pledgor shall cause the Term Loan Agent to deliver to the Agent all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until Term Loan Agent pursuant to this Section 3 at the transfer of possession time of such Pledged Collateral to termination of the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementTerm Loan Facility.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (bi) Each Grantor agrees promptly to will pledge and deliver or cause to be delivered to the Collateral Agent (pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of $250,000 or, prior to in the Discharge aggregate, in excess of First Lien Obligations$1,000,000. (ii) Each Grantor acknowledges and agrees that, to the First Lien Collateral Agentextent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Assumption, acting as then such Grantor shall not reduce any such debt securities to a gratuitous bailee promissory note or other instrument evidencing such debt securities after the Assumption; unless such Grantor promptly delivers each such promissory note or other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000, to the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers, note powers or allonges, as applicable duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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, at the reasonable request of the Collateral Agent, 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent (or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and Section 5.11 hereof) on the date hereof all Pledged Securities directly owned by it on the date hereof and with respect to any Pledged Securities issued or acquired after the date hereof, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and Section 5.11 hereof), for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent (or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and Section 5.11 hereof), for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $10 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Security Agent (oror the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, prior to in accordance with the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral AgentIntercreditor Agreement) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities at any time owned by such Grantor. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by Holdings and/or any Subsidiary (including amounts owed in connection with the intercompany settlements with respect to collections from accounts receivable and inventory of U.S. Loan Parties deposited into accounts of Canadian Loan Parties and other intercompany receivables) (other than any Investment Property on deposit with a Securities Intermediary) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Security Agent (oror the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, prior in accordance with the Intercreditor Agreement) pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Security Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Security Agent and duly executed in blank and by such other instruments and documents as the Collateral Security 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 Security Agent may reasonably request. Each delivery of Pledged Securities after the date of this Agreement shall be accompanied by a schedule describing the applicable securitiesPledged Securities so delivered, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance The assignment, pledges and security interests granted in Section 3.01 are granted as security only and shall not subject the Security Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with the terms respect to or arising out of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Stock (the “Closing Date Pledged Collateral”) and the Pledged Debt 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 to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Stock and all debt securities constituting Pledged Collateral now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause (i) each note issued by the Borrower or any of its Subsidiaries and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person which is in excess of $250,000 to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II of the GCA Disclosure Letter and made a part hereof; thereof, provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Loan Collateral Agent (or, prior with copies to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to as agent for the Collateral Agent and duly executed in blank and by such the 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 applicable securitiesCredit Parties, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure among others, pursuant to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, any and all Pledged Securities, any and all Investment Property, and any and all original certificates or other instruments or documents representing the Pledged Collateral delivered (in each case, other than any Investment Property that is held by or credited to the First Lien books of a Securities Intermediary); provided, however, that with respect to (i) any 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, 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 Term Loan Collateral Agent shall be held by or the First Lien Collateral Agent, the Pledgors shall cause the Issuer thereof to duly authorize, execute and deliver to the Term Loan Collateral Agent and the Collateral Agent an agreement in form and substance satisfactory to the Term Loan Collateral Agent and the Collateral Agent, pursuant to which such Issuer agrees to comply with any and all instructions originated by (i) until the transfer date upon which the Discharge of possession Term Obligations (as defined in the Intercreditor Agreement) shall have occurred, the Term Loan Collateral Agent and (ii) from and after the date upon which the Discharge of Term Obligations shall have occurred, the Collateral Agent, in each case without further consent by the 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 shall have occurred, to the Term Loan Collateral Agent (with copies to the 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 following (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 First Lien Term Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted 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 possession or control of such Collateral to the Term Loan Collateral Agent (holding for the benefit of the Collateral Agent for the Credit Parties).

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Administrative Agent on the Fourth Restatement Effective Date all Pledged Securities directly owned by it on the Fourth Restatement Effective Date; provided that the Specified Pledged Notes shall be delivered no later than thirty (30) days after the Fourth Restatement Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), and with respect to any Pledged Securities issued or acquired after the Fourth Restatement Effective Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Collateral Agent Credit Agreement (or, prior if earlier, the date on which such Compliance Certificate is actually delivered to the Discharge of First Lien Obligations, Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Collateral Agent Credit Agreement (or, prior if earlier, the date on which such Compliance Certificate is actually delivered to the Discharge of First Lien Obligations, Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt Securities(other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $10 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAdministrative Agent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs ‎(a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this ‎Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdministrative Agent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or will cause to be delivered to the Collateral Agent (ori) in the case of any Pledged Securities owned by such Grantor on the date hereof, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificatessuch Pledged Securities on the date hereof (or such later date as the Collateral Agent agrees in its reasonable discretion), instruments and (ii) within ninety (90) days (or such later date as the Collateral Agent agrees in its reasonable discretion) after the acquisition thereof, any and all Pledged Securities acquired by such Grantor after the date hereof. Notwithstanding the foregoing, Pledged Securities representing Equity Interests of Immaterial Subsidiaries or Persons (other documents representing or evidencing Pledged Securitiesthan Loan Parties) that are not Subsidiaries shall not be required to be delivered. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver such Grantor by Holdings, the Borrower or cause any Subsidiary in a principal amount of $10,000,000 or more that is evidenced by a duly executed promissory note to be delivered to the Collateral Agent (or, prior pursuant to the Discharge terms hereof, (i) in the case of First Lien Obligationssuch Indebtedness owed to such Grantor on the date hereof, to on the First Lien Collateral Agent, acting date hereof (or such later date as a gratuitous bailee of the Collateral AgentAgent agrees in its reasonable discretion)and (ii) in the case of any and all Pledged Debt Securitiesother such Indebtedness, within ninety (90) days (or such later date as the Collateral Agent agrees in its reasonable discretion) after the acquisition thereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument certificate or document promissory note representing or evidencing 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 duly executed in blank 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 applicable securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to the Secured Party as of date hereof a certificate and/or book entry statement 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, instruments and after-acquired equity interest 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, as applicable (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of the Intercreditor Agreement, Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Pledged Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to the First Lien Collateral Agent Secured Party and the Other Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by the First Lien 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 Party. If any Pledged Collateral Agentconsists of uncertificated securities, until unless the transfer of possession immediately following sentence is applicable thereto, the Pledgor shall cause each issuer of such securities to agree that it will comply with instructions originated by the 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 cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (b) Promptly upon the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to the Secured Party, in respect of the Additional Collateral Agent following which is or are to be pledged pursuant to this Agreement and the Discharge Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of First Lien ObligationsSchedule I hereto. The Pledgor hereby authorizes the Secured Party to attach the 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. (c) 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 gratuitous bailee 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 in trust for the benefit of the Secured Party, shall segregate it from the Pledgor’s other property and shall deliver the Secured Party Pro Rata Amount of such Distribution Collateral forthwith to the Secured Party in the exact form received, with any necessary endorsement and/or appropriate share powers duly executed in blank, to be held by the Secured Party as Pledged Collateral and as further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) 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 (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (dc) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent Each Grantor pledging Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral deliver to the Collateral Agent following an agreement among the Discharge of First Lien Obligationsissuer thereof, the Collateral Agent and such Grantor, in form and substance satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent without further consent by such Grantor and not to comply with instructions regarding such Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as gratuitous bailee for applicable, originated by any other person other than a court of competent jurisdiction. The Collateral Agent agrees with each Grantor that the Secured Parties solely for the purpose Collateral Agent shall not give any such instructions or directions to any such issuer unless an Event of perfecting the security interest therein granted under this AgreementDefault has occurred and is continuing.

Delivery of the Pledged Collateral. (ai) Each Grantor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentFinancing Agreement (the "Additional Collateral") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent promptly upon, but in any event within ten (or10) Business Days of, prior to receipt thereof by or on behalf of any of the Discharge of First Lien ObligationsPledgors. All such promissory notes, to the First Lien Collateral Agent, acting as a gratuitous bailee 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 or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any and all Pledged Debt Securities. (c) Upon delivery Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (oror its custodian, prior nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. (ii) Within ten (10) Business Days of the receipt by a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) If any Pledgor shall receive, by virtue of such 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 any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a gratuitous bailee partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent), (i) shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary indorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) applicable Secured Parties, any and all certificatesPledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) and to the extent such Pledged Securities are promissory notes and instruments or other documents representing or evidencing Pledged SecuritiesIndebtedness, only as are required to be delivered under clause (b) immediately below. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money having an aggregate principal amount equal to deliver or cause in excess of $5,000,000, which for avoidance of doubt excludes accounts receivable in the ordinary course of business, owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (orAgent, prior for the benefit of the applicable Secured Parties, pursuant to the Discharge of First Lien Obligations, terms hereof (unless the Revolving Facility Collateral Agent is granted a prior security interest in such Pledged Securities and the same are required to be delivered (and are delivered) to the First Lien Revolving Facility Collateral Agent, acting as a gratuitous bailee of Agent pursuant to the Collateral Agent) any and all Pledged Debt SecuritiesIntercreditor Agreement). (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or bond powers 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 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 applicable securities, which schedule shall be attached hereto as deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b1) Each Grantor agrees promptly to will pledge and deliver or cause to be delivered to the Collateral Administrative Agent (pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of $250,000 or, prior to in the Discharge aggregate, in excess of First Lien Obligations$1,000,000. (i) Each Grantor acknowledges and agrees that, to the First Lien Collateral extent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Effective Date, then such Grantor shall not reduce any such debt securities to a promissory note or other instrument evidencing such debt securities after the Effective Date unless such Grantor promptly delivers each such promissory note or other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000, to the Administrative Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers, note powers or allonges, as applicable duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank 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 shall, at the reasonable request of the Administrative Agent, be accompanied by proper instruments of assignment 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 II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly All other Pledged Collateral from time to deliver time or cause required to be pledged to the Collateral Agent pursuant to the terms of this Agreement or the Subscription Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, prior all in form and substance reasonably satisfactory to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) . If any and all certificatesPledged Collateral consists of uncertificated securities, instruments unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian, nominee or other documents representing designee) to become the registered holder thereof, or evidencing cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Pledged SecuritiesCollateral consists of securities entitlements, the Pledgor shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (b) Each Grantor agrees promptly to deliver or cause to Promptly upon the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Subscription Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiesthe Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery 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 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (orAdministrative Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Administrative Agent pursuant to the 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, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which are to be pledged pursuant to this Agreement and the Credit Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and all certificates, instruments or other documents representing or evidencing Pledged Securitiesthe Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) Each Grantor agrees promptly to deliver If the Pledgor shall receive, by virtue of its being or cause to be delivered to the Collateral Agent (orhaving been an owner of any Pledged Collateral, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (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 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, instrument promissory note, instrument, option, right, payment or document representing or evidencing Pledged Securities distribution in trust for the benefit of the Administrative Agent, shall be accompanied by undated segregate it from the Pledgor's other property and shall deliver it forthwith to the Administrative Agent in the exact form received, with any necessary indorsement and/or appropriate stock powers or stock transfer forms duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Administrative Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees to promptly to deliver or cause to be delivered to on the Collateral Agent Closing Date (or, prior in the case of any item acquired or received after the Closing Date, within ten days thereafter (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion)) to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesCollateral. (b) Each Grantor agrees to promptly to deliver or cause to be delivered to on the Collateral Agent Closing Date (or, prior in the case of any item acquired or received after the Closing Date, within ten days thereafter (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion)) to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) Administrative Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities Collateral shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and duly executed in blank 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 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 Collateral shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (ori) on the date such Grantor becomes party to this Agreement (or such later date as agreed to by the Collateral Agent in its reasonable discretion), prior any Pledged Securities owned by such Grantor on such date, and (ii) promptly (and in any event within 90 days after receipt by such Grantor or such longer period agreed to by the Collateral Agent in its reasonable discretion) after the acquisition thereof, any such Pledged Securities acquired by such Grantor after the date such Grantor becomes party to this Agreement; provided that, except as otherwise addressed in Section 3.03(b) herein, Pledged Debt Securities shall be required to be delivered only to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as extent evidencing Indebtedness for borrowed money in a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securitiesprincipal amount greater than $22,500,000. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing 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 duly executed in blank 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 applicable securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II hereto and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien ObligationsSenior Lender Claims, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Intercreditor Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (i) in the case of Indebtedness owed to deliver or cause such Grantor by any Person other than another Grantor, in principal amount in excess of $100,000, and (ii) in the case of Indebtedness owed to such Grantor by another Grantor, in any principal amount, to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior to the Discharge of First Lien ObligationsSenior Lender Claims, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Intercreditor Agent) any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon the delivery thereof to the Collateral Agent (or, prior to the Discharge of First Lien ObligationsSenior Lender Claims, to the First Lien Collateral Intercreditor Agent, acting as a gratuitous bailee of the Collateral Agent)) by any Grantor, (i) any certificate, instrument or document representing or evidencing all Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank (or, prior to the Discharge of Senior Lender Claims, the Intercreditor Agent) and by such other instruments and documents as the Intercreditor Agent (if prior the Discharge of Senior Lender Claims) or the Collateral Agent (if after the Discharge of Senior Lender Claims) 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 Intercreditor Agent (if prior to the Discharge of Senior Lender Claims) or the Collateral Agent (if after the Discharge of Senior Lender Claims) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable such securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor (i) has delivered all Pledged Securities held by such Grantor on the Closing Date to the Collateral Agent (to the extent represented or evidenced by a certificate, instrument or other transferable document), and (ii) agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, notes, instruments or other documents representing or evidencing any Pledged SecuritiesSecurities at any time hereafter acquired (to the extent represented or evidenced by a certificate, instrument or other transferable document). (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person (other than Indebtedness with an outstanding principal amount of less than $1,000,000 in the aggregate owed to such Grantor by any Person that is not an Obligor) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, note, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated membership interest, stock powers or 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 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 . (d) If any Grantor acquires any Pledged Securities at any time following the date hereof, then, at the request of the Collateral Agent, it shall be accompanied by promptly deliver a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Prior to the Senior Lender Termination Date (as defined in the Intercreditor Agreement) each Grantor agrees to deliver promptly to the Agents (as defined in and in accordance with the Intercreditor Agreement), as bailee for the Collateral Agent, any and all Pledged Securities. Upon the occurrence of the Senior Lender Termination Date, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in principal amount exceeding $1,000,000 owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that (a) prior to the Senior Lender Termination Date, is delivered to the Agents as bailee for the Collateral Agent in accordance with the Intercreditor Agreement, and (b) on or after the Senior Lender Termination Date, is pledged to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of Agents or the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Agents or the Collateral Agent and duly executed in blank Agent, as the case may be, and by such other instruments and documents as the Agents or the Collateral Agent Agent, as the case may be, 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 Agents or the Collateral Agent Agent, as the case may be, 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 II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Interests shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Pledge Agreement. All other certificates and instruments constituting Pledged Collateral, if any, from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent by Pledgor pursuant to the terms of this Pledge Agreement (the Collateral Agent“Additional Collateral”) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent promptly upon (orand in any event not more than five days after) receipt thereof by or on behalf of 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 or undated stock powers executed in blank, prior all in form and substance satisfactory to the Discharge Collateral Agent. If any Pledged Collateral of First Lien ObligationsPledgor consists of uncertificated securities, Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by Pledgor. If any Pledged Collateral consists of security entitlements, Pledgor shall transfer such security entitlements to the First Lien Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by Pledgor. (b) Within five (5) days of the receipt by Pledgor of any Additional Collateral, a pledge amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) that must be pledged pursuant to this Pledge Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Pledge Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt SecuritiesPledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery If Pledgor shall receive, by virtue of Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock, partnership or membership interest 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 Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agents and Lenders, shall segregate it from Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) applicable Secured Parties, any and all certificatesPledged Securities (other than any uncertificated securities, instruments or other documents representing or evidencing but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes and instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money having an aggregate principal amount equal to deliver or cause in excess of $5,000,000 owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (orAgent, prior for the benefit of the applicable Secured Parties, pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securities, which schedule shall be attached hereto as deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities upon the Effective Date to the extent certificated or otherwise evidence by an instrument (or, prior in the case of Pledged Securities issued to, acquired by or otherwise received by any Grantor following the Effective Date, promptly following such issuance, acquisition or receipt to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments extent certificated or other documents representing or evidencing Pledged Securitiesotherwise evidence by an instrument). (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (x) with a principal amount greater than $1,000,000 owed to deliver such Grantor by any Person other than a Loan Party and (y) with any principal amount owned to such Grantor by Holdings or cause any subsidiary thereof to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securities, which schedule shall be attached hereto as Schedule II III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement and modify any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each To the extent required by the Collateral and Guarantee Requirement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior or to any other Person pursuant to the Discharge of First Lien ObligationsIntercreditor Agreement, to the First Lien Collateral Agent, in each case acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of for the Collateral Agent) any and all Pledged Debt Securities. (b) To the extent required by the Collateral and Guarantee Requirement, each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or to any other Person pursuant to the Intercreditor Agreement, in each case acting as gratuitous bailee for the Collateral Agent) pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (or, prior or to any other Person pursuant to the Discharge of First Lien ObligationsIntercreditor Agreement, to the First Lien Collateral Agent, in each case acting as a gratuitous bailee of for the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; : provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to a Person other than the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, Person in each case as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ai) Each Grantor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (oror its custodian, designee or other nominee) on or prior to the Discharge date of First Lien Obligations, the execution and delivery of this Agreement. All Pledged Collateral thereafter required from time to time to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral Agentother Transaction Documents (the “Additional Pledged Collateral”) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (oror its custodian, prior to designee or other nominee) promptly upon, but in any event within five Business Days of, receipt thereof by or on behalf of the Discharge of First Lien ObligationsGrantor. All such promissory notes, to the First Lien Collateral Agent, acting as a gratuitous bailee certificates and Instruments shall be held by or on behalf of the Collateral AgentAgent (or its custodian, designee or other nominee) pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank. If any and all Pledged Debt Securities. Collateral of the Grantor consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Grantor shall cause the Collateral Agent (cor its custodian, nominee or other designee) Upon delivery to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Grantor. If any Pledged Collateral of the Grantor consists of security entitlements, such Grantor shall transfer such security entitlements to the Collateral Agent (oror its custodian, prior nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Grantor. (ii) Within five Business Days of the receipt by a Grantor of any Additional Pledged Collateral, a Pledged Collateral Addendum, duly executed by the Grantor, shall be delivered to the Discharge Collateral Agent in respect of First Lien Obligationsthe Additional Pledged Collateral that must be pledged pursuant to this Agreement and the other Transaction Documents. Each Pledged Collateral Addendum shall upon execution and delivery thereof constitute part of Schedule II hereto. Each Grantor hereby authorizes the Collateral Agent to attach each Pledged Collateral Addendum to this Agreement and agrees that all certificates, promissory notes or Instruments listed on any Pledged Collateral Addendum delivered to the First Lien Collateral AgentAgent (or its custodian, acting nominee or other designee) shall for all purposes hereunder constitute Pledged Collateral and such Grantor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 7 hereof with respect to such Additional Pledged Collateral. (i) If a Grantor shall receive, by virtue of the Grantor’s being or having been an owner of any Pledged Collateral, any (A) 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, (B) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise or (C) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a gratuitous bailee partial or total liquidation or dissolution, such Grantor shall receive such stock certificate, promissory note, Instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Collateral Agent (or its custodian, nominee or other designee), (i) in the exact form received, with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank blank, to be held by the Collateral Agent (or its custodian, nominee or other undated instruments designee) as Pledged Collateral and as further collateral security for the Secured Obligations. (ii) If an Event of transfer satisfactory Default shall have occurred and be continuing and the Collateral Agent shall have notified the applicable Grantor of the Collateral Agent’s exercise of voting, consensual or dividend rights with respect to the Pledged Collateral pursuant to Section 18 hereof, if a Grantor shall receive, by virtue of the Grantor’s being or having been an owner of any Pledged Collateral, (A) dividends payable in cash or in securities or other property or (B) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a reduction of capital, capital surplus or paid-in surplus, such Grantor shall receive such stock dividends, distributions, cash, Instrument and Investment Property, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Collateral Agent and (or its custodian, nominee or other designee), in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank 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 applicable securitiesblank, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral AgentAgent (or its custodian, until the transfer of possession of such nominee or other designee) as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Canadian Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificatesPledged Securities at any time owned by Grantor, instruments including all security certificates evidencing Certificated Securities, all Instruments and all certificates evidencing any Special Equity Interests, whether or other documents representing or not such Special Equity Interests constitute Securities, and to hold in trust for the Canadian Collateral Agent upon receipt and immediately thereafter deliver to the Canadian Collateral Agent any Securities, security certificates evidencing Pledged Certificated Securities, Instruments and certificates evidencing any Special Equity Interests, in each case constituting Collateral, that are hereafter acquired by Grantor. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Canadian Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Canadian Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Canadian Collateral Agent and duly executed in blank and by such other instruments and documents as the Canadian 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 Canadian Collateral Agent may reasonably request. For greater certainty, any security certificates evidencing Certificated Securities or any certificates evidencing Special Equity Interests delivered to the Canadian Collateral Agent pursuant to this Section 2.02 shall be duly endorsed to the Canadian Collateral Agent or its nominee or in blank by an effective endorsement within the meaning of the STA (such endorsement to include, for greater certainty, a duly executed instrument of transfer or stock power of attorney in favour of the Canadian Collateral Agent or its nominee in blank). Each delivery of Pledged Securities after the date of this Agreement shall be accompanied by a schedule describing the applicable securitiesPledged Securities so delivered, which schedule shall be attached hereto as and shall become part of Schedule II and made a part hereofI hereto; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance The assignment, pledges and security interests granted in Section 2.01 are granted as security only and shall not subject the Canadian Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of Grantor with the terms respect to or arising out of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly Upon delivery to deliver or cause to be delivered to the Collateral Agent Pledgee (or, prior to the Senior Priority Discharge of First Lien ObligationsDate, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Revolving Facility Collateral Agent (or, prior to in accordance with the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral AgentIntercreditor Agreement), (i) any certificatestock, instrument partnership or document representing membership certificates, notes or evidencing other securities now or hereafter included in the Pledged Securities Collateral (the “Pledged Securities”) shall be accompanied by undated stock stock, partnership or membership powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank Pledgee and by such other instruments and documents as the Collateral Agent Pledgee may reasonably request in order to allow Pledgee, to exercise its rights and remedies under this Agreement 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 Pledgor and such other instruments or documents as the Collateral Agent Pledgee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessecurities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement supersede any prior schedules so delivered. Schedule II may be amended from time to time by the addition of the Pledged Collateral subsequently created or acquired by execution of a Supplement in substantially the form of Annex I attached hereto. (db) In Each Pledgor will cause any indebtedness for borrowed money in an amount in excess of $100,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to Pledgee (or, prior to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent in accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered ) pursuant to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreementterms hereof.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver 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 cause to the Foreign Pledged Securities (collectively, the "PLEDGED SECURITIES") shall be delivered to the Collateral Agent (orAgent, 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 Discharge execution and delivery of First Lien Obligationsthis 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 First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement (the Collateral Agent"ADDITIONAL COLLATERAL") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent within ten (or, prior to the Discharge 10) Business Days of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee receipt thereof by or on behalf of the Collateral Agent) any Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee Securities held by or on behalf of the Collateral Agent), (i) any certificate, instrument Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and 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 blank and by such other instruments and documents as substantially the form of Schedule II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral Agent may reasonably request which are to be pledged pursuant to this Agreement. Each Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities and (ii) all other property comprising part to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities; in either case the Pledged Collateral shall be accompanied by proper instruments absence 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto Pledge Amendment shall not affect 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 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 deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdditional Collateral. (db) In accordance If the Pledgor shall receive, by virtue of its 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) 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 terms Pledgor pursuant to Section 7 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 Intercreditor AgreementAgent, all Pledged Collateral delivered shall segregate it from the Pledgor's other property and shall deliver it forthwith to the First Lien Collateral Agent shall in the exact form received, with any necessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank, to be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver A certificate or cause to certificates, bearing applicable securities law legends, currently representing each Pledgee’s Pledged Shares shall be delivered to the Collateral Agent custodian 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 (orthe “Custodian”) (the “Securities Account Control Agreement”), for deposit into the Accounts (as defined therein) concurrently with or prior to the Discharge execution and delivery of First Lien Obligationsthis 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 Custodian, on behalf of the Pledgees, or payable to or to the order of, the Custodian or (ii) endorsed to the order of the Custodian or in blank. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time shall be delivered to the Custodian in accordance with the Securities Account Control Agreement for deposit into the Accounts promptly upon the receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held on behalf of the Pledgees pursuant to the Securities Account Control Agreement, and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Pledgees. If any Pledged Collateral consists of uncertificated securities, the Pledgor shall cause the Custodian, on behalf of the Pledgees, to become the registered holder thereof, or, to the First Lien Collateral Agentextent practicable, acting as a gratuitous bailee 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 Agent) any and all certificatesconsists of security entitlements, instruments or the Pledgor shall transfer such security entitlements to the Custodian, on behalf of the Pledgees. The Pledgor further agrees to execute such other documents representing and to take such other actions as the Custodian or evidencing Pledged Securitiesany Pledgee 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 and each Pledgee to exercise any of its rights and remedies hereunder. (b) Each Grantor agrees promptly to deliver If the Pledgor shall receive, by virtue of its being or cause to 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 or interest payable in cash or in securities or other property, (iv) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) 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, or (vi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the Custodian in accordance with the Securities Account Control Agreement for deposit pro rata into the Accounts to hold as Pledged Collateral Agent (orand shall, prior if received by the Pledgor, be received in trust for the benefit of the Pledgees, shall be segregated from the Pledgor’s other property and shall be delivered forthwith to the Discharge of First Lien ObligationsCustodian in the exact form received, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) with any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to be deposited in the Collateral Agent Accounts and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until Custodian for the transfer benefit of possession of such the Pledgees as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Stock and the Pledged Debt 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 to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Stock and all debt securities of a principal amount in excess of $500,000 constituting Pledged Collateral now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person of a principal amount which is in excess of $500,000 to be evidenced by a promissory note to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 that are necessary to perfect a security interest in such Pledged Collateral 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 requestrequest that are necessary to perfect a security interest in such Pledged Collateral. Each delivery of Pledged Securities shall be accompanied by a schedule describing To the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided extent that failure to attach any such schedule hereto shall not affect the validity of the pledge Pledged Collateral are uncertificated securities registered in the name of any Grantor or its nominee or agent, such Pledged Securities. Each schedule so delivered Grantor shall supplement any prior schedules so delivered. (d) In accordance with promptly upon the terms Collateral Agent’s request deliver to the Collateral Agent an irrevocable agreement of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession issuer of such Pledged Collateral satisfactory to the Collateral Agent, acting reasonably, that the issuer will comply with instructions that are originated by the Collateral Agent without the further consent of such Grantor and following an Event of Default cause the Discharge issuer of First Lien Obligationsthe Pledged Collateral to register the Collateral Agent, or its agent or nominee, as gratuitous bailee for the Secured Parties solely for Collateral Agent may direct, as the purpose registered owner of perfecting the security interest therein granted under this Agreementsuch Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Obligor that has pledged Pledged Collateral hereunder agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or certificates evidencing Pledged Securities. Collateral, if any (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer and 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 request) within (i) the timeframe required under Section 8.14 of the Credit Agreement 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 promptly (and in any event within 10 Business Days or such other instruments or documents later date as the Collateral Agent may Required Lenders reasonably requestagree) after the acquisition of additional Equity Interests in respect of any Pledged Collateral. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule describing the applicable securitiessuch Pledged Collateral, which schedule shall be attached hereto as Schedule II 5 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. . Each Obligor acknowledges and agrees that (di) In accordance with solely to the terms extent any interest in any limited liability company or limited partnership controlled now or in the future by such Obligor (or by such Obligor and one or more other Obligors) that constitutes Pledged Collateral and is pledged hereunder is a “security” within the meaning of Article 8 of the Intercreditor AgreementUCC and is governed by Article 8 of the UCC, all Pledged Collateral delivered to the First Lien Collateral Agent such interest shall be held by the First Lien Collateral Agent, until the transfer of possession of certificated and such Pledged Collateral certificate shall be delivered to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the in accordance with this Section 5.04 and (ii) each such interest shall at all times hereafter continue to be such a security interest therein granted under this Agreementand represented by such certificate.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentSubscription Agreement (the "Additional Collateral") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, prior certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Discharge Collateral Agent. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer such securities entitlements to the First Lien Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (b) Promptly upon the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Subscription Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiesthe Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery 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 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities (other than certificates, instruments or other documents representing or evidencing Pledged Debt Securities with a face amount less than $200,000 acquired after the date hereof). (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in excess of $400,000 owed to deliver such Grantor by the Borrower or cause any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, terms hereof; provided that in the event that such Indebtedness owed to such Grantor shall exceed $2,000,000 in the First Lien Collateral Agent, acting as a gratuitous bailee of aggregate the Collateral Agent) any and all Pledged Debt Securitiesforegoing $400,000 limitation shall no longer apply. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 and 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the Amendment No. 1 Closing Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $5 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each To the extent required by the Collateral and Guarantee Requirement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior or to any other Person pursuant to the Discharge of First Lien ObligationsIntercreditor Agreement, to the First Lien Collateral Agent, in each case acting as a gratuitous bailee of for the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) . Each Grantor agrees promptly will deliver to deliver or cause to be delivered to the Collateral Agent any and all such documents, agreements and other materials as may be required from to time to time to provide the Collateral Agent with control over the Pledged Collateral, as applicable, in the manner provided under the STA. (orb) To the extent required by the Collateral and Guarantee Requirement, prior each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, Collateral Agent (or to any other Person pursuant to the First Lien Collateral AgentIntercreditor Agreement, in each case acting as a gratuitous bailee of for the Collateral Agent) any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (or, prior or to any other Person pursuant to the Discharge of First Lien ObligationsIntercreditor Agreement, to the First Lien Collateral Agent, in each case acting as a gratuitous bailee of for the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and request, (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 requestrequest and (iii) if the charter, by-laws or any other constitutional document of an issuer that is a wholly owned Subsidiary of any Pledged Securities restricts the transfer of such Pledged Securities of such issuer, then the applicable Grantor shall deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of such Pledged Securities and any other related Pledged Collateral by the Collateral Agent or any Secured Party upon a realization on the security constituted hereby in accordance with this Agreement. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to a Person other than the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, Person in each case as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor . Notwithstanding the foregoing, promptly after the Enhanced Collateral Date, the Collateral Agent agrees promptly to deliver or cause to be delivered to the Collateral Agent applicable Grantors the Equity Interests issued by the Excluded Subsidiaries and their corresponding instruments of transfer. (orb) Each Grantor will cause the Loan Proceeds Note, prior the Offering Proceeds Note, the Parent Intercompany Note and any additional Indebtedness of Level 3 LLC to Level 3 to be evidenced by either the Parent Intercompany Note or another duly executed promissory note to be pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as duly endorsed in a gratuitous bailee of manner satisfactory to the Collateral Agent) . Each Grantor will cause the security interests granted hereby for Indebtedness for borrowed money owed to such Grantor to be at all times first priority perfected security interests. Upon the occurrence and during the continuance of an Event of Default, each Grantor will cause any other Indebtedness for borrowed money owed to such Grantor by any person in an amount that exceeds $1,000,000 that is evidenced by a duly executed promissory note to be pledged and all Pledged Debt Securitiesdelivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities issued by a Subsidiary and Pledged Securities having an individual value in excess of $250,000. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt SecuritiesSecurities issued by a Subsidiary and Pledged Debt Securities having an individual value in excess of $250,000. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties (as defined in the Intercreditor Agreement) solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ai) Each Grantor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Stock shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement or the Indenture (orthe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, in form satisfactory to the Collateral Agent. If any such Pledged Collateral consists of uncertificated securities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, such Pledgor shall cause, and if the issuer of such Pledged Collateral is an issuer other than a Subsidiary of the Pledgor, shall use commercially reasonable efforts to cause, the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any such Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the foregoing, prior to the Discharge of First Lien Obligationsthe Senior Lender Claims, to all of the First Lien foregoing shall be delivered to, and instructions and agreements given and made with respect to, the Senior Collateral Agent, acting as bailee pursuant to the Intercreditor Agreement. (ii) In the event that following any Discharge of Senior Lender Claims, the Discharge of Senior Lender Claims is deemed not to have occurred pursuant to the Intercreditor Agreement, the Collateral Agent shall comply with its obligations under Section 5.6 of the Intercreditor Agreement. (iii) Within ten (10) Business Days of the receipt by a gratuitous bailee Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent) , in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Indenture. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and all certificates, instruments or other documents representing or evidencing Pledged Securitiessuch Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) Each Grantor agrees promptly to deliver If any Pledgor shall receive, by virtue of such Pledgor's being or cause 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 delivered retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall (except to the extent such dividend, distribution, cash payment or other property is permitted to be retained by such Pledgor or pursuant to Section 7 hereof) deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent (oras Pledged Collateral and as further collateral security for the Obligations. Notwithstanding the foregoing, prior to the Discharge of First Lien Obligationsthe Senior Lender Claims, all of the foregoing shall be delivered to the First Lien Senior Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery pursuant to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor agrees 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 such Grantor signs and delivers its first U.S. Security Agreement Supplement (in the case of any other Grantor), each Grantor shall 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 Securities that are uncertificated, but only for so long as such Securities remain uncertificated). Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Securities that are uncertificated, but only for so long as such Securities remain uncertificated), such Grantor shall promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting such Pledged Security as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesCollateral. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the any certificate representing Pledged Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers or membership interest powers, as applicable, duly executed in blank or other undated instruments of transfer duly-executed in blank 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 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 applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as deemed to supplement Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (dc) In accordance with Notwithstanding the terms of foregoing, to the Intercreditor Agreement, all extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral delivered not in its possession on the Closing Date after such Closing Date Grantor’s use of commercially reasonable efforts to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of obtain such Pledged Collateral prior to the Closing Date, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ten (10) days after the Closing Date (subject to extensions approved by the Collateral Agent following the Discharge of First Lien Obligationsin its reasonable discretion). (d) The assignment, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the pledge and security interest therein granted under this Agreementin 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 to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly Pledgor will cause any Indebtedness for borrowed money owed to deliver or cause such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge terms hereof; provided that no promissory note shall be necessary in the case of First Lien Obligations, Indebtedness owing by the Borrower to any Restricted Subsidiary or by any Restricted Subsidiary to any other Restricted Subsidiary or to the First Lien Collateral AgentBorrower so long as such Indebtedness, acting as if ever represented by a gratuitous bailee promissory note, is pledged pursuant to this Agreement. Notwithstanding the foregoing, all Indebtedness of Subsidiaries (other than Restricted Subsidiaries) and third parties that is owing to the Borrower or any Restricted Subsidiary shall be pledged pursuant to this Agreement and the Collateral Agent) any and Agent shall have received all Pledged Debt Securitiessuch promissory notes, if any, together with instruments of transfer with respect thereto endorsed in blank within ten days after the Effective Date; provided, that if after ten days following the Effective Date, a promissory note which evidences such Indebtedness is created or found, such promissory note will be pledged to the Collateral Agent as set forth in this paragraph. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificatesPledged Securities representing any Pledged Equity or Pledged Debt, instruments or other documents representing or evidencing Pledged Securitiesas the case may be. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver such Grantor by any other Grantor or cause by any other member of the HFF Consolidated Group, in each case, to be evidenced by a duly executed Intercompany Note to be pledged and delivered to the Collateral Administrative Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers, bond powers or other instruments of transfer reasonably satisfactory to the Administrative Agent duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 and documents as the Collateral Administrative Agent may reasonably request. Each Unless previously delivered with the Perfection Certificate or any Perfection Certificate Supplement, as the case may be, each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiesPledged Collateral evidenced thereby, which schedule shall be attached hereto as Schedule II a supplement to the schedules to the Perfection Certificate and made a part hereof; provided that provided, that, failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall be in form and substance reasonably acceptable to the Administrative Agent and shall supplement any prior schedules so delivered. Nothing contained herein shall require any Grantor to certificate any of its equity interests in any other party. (d) In accordance With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the terms of Administrative Agent as the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession registered owner of such Pledged Collateral Equity or (ii) (A) to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting acknowledge the security interest therein of the Administrative Agent in such Pledged Equity granted under this Agreementhereunder, (B) to confirm to the Administrative Agent that it has not received notice of any other Lien in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Administrative Agent) and (C) to agree in writing with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such Pledged Equity originated by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Specified Pledged Securities. (b) Each Grantor agrees promptly FCX will cause any Indebtedness for borrowed money in excess of $25,000,000 owed to deliver or cause it by any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Specified Pledged Securities shall be accompanied by undated stock powers 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 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 requestAgent. Each delivery of Specified Pledged Securities and each pledge of Pledged Equity Interests or Specified Pledged Indebtedness after the Effective Date shall be accompanied by a schedule describing the applicable securitiesPledged Securities so delivered or the Pledged Equity Interests or Specified Pledged Indebtedness so pledged, which schedule shall be attached hereto as to Schedule II hereto and made a part hereofthereof; provided that failure to so attach any such schedule hereto shall not affect the validity of the such pledge of such Specified Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivereddelivered and in the event a schedule is delivered in connection with a pledge that will be subject to a Specified Restriction the schedule so delivered shall include a description in reasonable detail of the applicable restrictions. (d) In accordance Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the terms Pledged Collateral of such Grantor or any part thereof and amendments thereto that (i) identify the Pledged Collateral of such Grantor and (ii) contain the information required by Article 9 of the Intercreditor AgreementUniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, all Pledged Collateral delivered including whether such Grantor is an organization, the type of organization and any organizational identification number issued to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral Grantor. Each Grantor agrees to provide such information to the Collateral Agent following promptly upon request. (e) The security interests granted in Section 3.01 are granted as security only and shall not subject the Discharge Collateral Agent, any Cyprus Amax Noteholder or any other Secured Party to, or in any way alter or modify, any obligation or liability of First Lien Obligations, as gratuitous bailee for any Grantor with respect to or arising out of the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementPledged Collateral.

Delivery of the Pledged Collateral. (a) Each Prior to the Senior Lender Termination Date (as defined in the Intercreditor Agreement) each Grantor agrees to deliver promptly to the Agents (as defined in and in accordance with the Intercreditor Agreement), as bailee for the Collateral Agent, any and all Pledged Securities. Upon the occurrence of the Senior Lender Termination Date, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in principal amount exceeding $1,000,000 owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that (a) prior to the Senior Lender Termination Date, is delivered to the Agents as bailee for the Collateral Agent in accordance with the Intercreditor Agreement, and (b) on or after the Senior Lender Termination Date, is pledged to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of Agents or the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Agents or the Collateral Agent and duly executed in blank Agent, as the case may be, and by such other instruments and documents as the Agents or the Collateral Agent Agent, as the case may be, 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 Agents or the Collateral Agent Agent, as the case may be, 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 II 8.12 of the Perfection Certificate and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ai) Each Grantor Obligor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Collateral at any time owned by such Obligor promptly following the acquisition thereof by such Obligor to the extent that such Pledged Collateral is either (a) certificated Pledged Equity Interests or (b) in the case of Pledged Debt Securities, required to be delivered pursuant to paragraph (ii) of this Section 7.4.2. (cii) All Debt (other than Debt that has a principal amount of less than $10,000,000 individually and in the aggregate) owing to any Obligor that is evidenced by (a) a promissory note or (b) other Instrument of which a Senior Officer is aware shall be promptly pledged and delivered to Agent pursuant to the terms hereof. (iii) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent)at such time, (ia) any certificate, instrument or document representing or evidencing certificated Pledged Securities Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Obligor 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 and (iib) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment 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 to Agent, Borrower shall be accompanied by deliver a schedule Schedule to Agent describing the applicable securitiesPledged Collateral so delivered, which schedule Schedule shall be attached hereto as to Schedule II 7.4 and made a part hereof; 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 the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor Subject to the Terms of the Intercreditor Agreement, Holdings and each Borrower agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Securities at every time owned by Holdings and such Borrower promptly following the acquisition thereof by Holdings or other documents representing or evidencing Pledged Securitiessuch Borrower. (b) Each Grantor agrees promptly Subject to deliver the terms of the Intercreditor Agreement, Holdings and each Borrower will cause (i) all Indebtedness of Holdings, any Subsidiary or cause any other Affiliate of Holdings and (ii) all Indebtedness of any other person in a principal amount of $250,000 or more that, in each case, is owing to Holdings or such Borrower to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed by Holdings or the applicable Borrower in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 by Holdings or the applicable Grantor Borrower in blank and by 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 applicable securitiesPledged Securities so delivered, which schedule shall be attached hereto as to Schedule II 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 the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Lien ObligationsPriority Collateral, to the First Lien Term Loan Collateral Agent, acting as a gratuitous bailee of the Collateral Agentbailee) any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged SecuritiesSecurities (other than Pledged Debt Securities with a face amount less than $1,000,000, Equity Interests in Non-Significant Subsidiaries and minority Equity Interests). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities[Reserved]. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Lien ObligationsPriority Collateral, to the First Lien Term Loan Collateral Agent, acting as a gratuitous bailee of the Collateral Agentbailee), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the ABL Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties secured parties under the Term Loan Agreement solely for the purpose of perfecting the security interest therein granted under this the Term Loan Collateral Agreement. (e) Prior to the Discharge of Term Priority Claims, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Collateral Agreement and the ABL Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee for the Secured Parties.

Delivery of the Pledged Collateral. (a) Each Grantor agrees agrees, to the extent not otherwise required in the Foreign Pledge Agreements, or prohibited by applicable law, promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities (other than in respect of Foreign Subsidiaries that are not Significant Foreign Subsidiaries) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with If the terms charter, by-laws or any other constitutional document of the Intercreditor Agreement, all an issuer that is a wholly owned Subsidiary of any Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until Stock restricts the transfer of possession the Pledged Stock of such Pledged Collateral issuer, then the applicable Grantor shall deliver to the Collateral Agent following a certified copy of a resolution of the Discharge directors or shareholders of First Lien Obligationssuch issuer consenting to the transfer(s) contemplated by this Agreement, as gratuitous bailee for including any prospective transfer of such Pledged Stock and any other related Pledged Collateral by the Collateral Agent or any Secured Parties solely for the purpose of perfecting Party upon a realization on the security interest therein granted under constituted hereby in accordance with this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to 3.1 On or before the Closing Date, the Pledgor shall deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, original certificates or other instruments or other documents representing or evidencing any Pledged SecuritiesCollateral. 3.2 After the Closing Date, promptly (but in any event not later than (a) fifteen (15) days with respect to Pledged Securities issued by a Subsidiary other than an Immaterial Subsidiary and (b) Each Grantor agrees promptly with respect to any Pledged Securities issued by an Immaterial Subsidiary, not later than the next date on which the financial statements referred to in Sections 6.01(a) and 6.01(b) of the Loan Agreement are required to be delivered) upon the Pledgor’s acquiring any Pledged Securities, and any original certificates or other instruments or documents representing such Pledged Securities, the Pledgor shall deliver or cause to be delivered such Pledged Securities to the Collateral Agent (or, prior to Agent. 3.3 The Pledgor hereby irrevocably authorizes the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee at any time and from time to time, to file in any appropriate filing office, wherever located, any Financing Statement or amendment thereto 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 or amendment thereto. The Pledgor also irrevocably authorizes the Collateral Agent) Agent to take any and all Pledged Debt Securities. (c) Upon delivery actions required by any applicable Law to perfect and protect the security interest granted hereunder until all of the Secured Obligations have been indefeasibly paid in full in cash or this Agreement is terminated in accordance with Section 11.2 hereof. The Pledgor shall promptly provide the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to information the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may shall reasonably request and (ii) all other property comprising part in connection with any 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredforegoing. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the Effective Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $5,000,000 individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) applicable Secured Parties, any and all certificatesPledged Securities (other than any uncertificated securities, instruments or other documents representing or evidencing but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes and instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money having an aggregate principal amount equal to deliver or cause in excess of $2,000,000 owed to such Grantor by any Person pursuant to any obligation to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (orAgent, prior for the benefit of the applicable Secured Parties, pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securities, which schedule shall be attached hereto as deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the First Amendment Effective Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities that are certificated. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person (other than a Restricted Party) in an amount in excess of $1,000,000 to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligationsterms hereof. With respect to Indebtedness for borrowed money owed to each Grantor by a Restricted Party, (i) each Grantor hereby pledges such Indebtedness to the First Lien Collateral AgentAgent pursuant to the terms hereof and (ii) to the extent such Indebtedness is evidenced by a promissory note or other instrument or document, acting as a gratuitous bailee of the applicable Grantor shall promptly deliver such promissory note, instrument or document to the Collateral Agent) any and all Pledged Debt SecuritiesAgent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligations, this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to this Agreement shall be delivered to the Collateral Agent promptly upon, but in any event within five (or5) days of, prior to receipt thereof by or on behalf of the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent) any Agent pursuant hereto and all Pledged Debt Securities. (c) Upon shall be delivered in suitable form for transfer by delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) for the benefit of itself and the Secured Parties to become the registered holder thereof, or, upon the request of the Collateral Agent, cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent 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 Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (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) 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 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank 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 applicable securitiesblank, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementLiabilities.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentSecurities Purchase Agreement (the "ADDITIONAL COLLATERAL") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, prior certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Discharge Collateral Agent. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the First Lien Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. (b) Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "PLEDGE AMENDMENT"), shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiessuch Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery If any Pledgor shall receive, by virtue of such 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 such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the First Amendment Effective Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (a) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (cb) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees concurrently with the delivery of this Agreement, or in the case of Pledged Securities acquired after the date hereof, promptly after the date of acquisition to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities (other than certificates, instruments or other documents representing or evidencing Pledged Debt Securities with a face amount less than $200,000 acquired after the date hereof). (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in excess of $200,000 owed to deliver such Grantor by the Borrower or cause any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Stock and the Pledged Debt in existence on the date hereof have been delivered to the First-Lien Collateral Agent or the Collateral Agent, as applicable in accordance with the Intercreditor Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Subject to the terms of the Intercreditor Agreement and following the satisfaction of the Discharge Conditions, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Stock and all debt securities of a principal amount in excess of $500,000 constituting Pledged Collateral now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person of a principal amount which is in excess of $500,000 to be evidenced by a promissory note to, subject to the terms of the Intercreditor Agreement and following the satisfaction of the Discharge Conditions, be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 that are necessary to perfect a security interest in such Pledged Collateral 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 requestrequest that are necessary to perfect a security interest in such Pledged Collateral. Each delivery of Pledged Securities shall be accompanied by a schedule describing To the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided extent that failure to attach any such schedule hereto shall not affect the validity of the pledge Pledged Collateral are uncertificated securities registered in the name of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with Grantor or its nominee or agent, subject to the terms of the Intercreditor AgreementAgreement and following the satisfaction of the Discharge Conditions, all Pledged such Grantor shall promptly upon the Collateral delivered Agent’s request deliver to the First Lien Collateral Agent shall be held by an irrevocable agreement of the First Lien Collateral Agent, until the transfer of possession issuer of such Pledged Collateral satisfactory to the Collateral Agent, acting reasonably, that the issuer will comply with instructions that are originated by the Collateral Agent without the further consent of such Grantor and following an Event of Default cause the Discharge issuer of First Lien Obligationsthe Pledged Collateral to register the Collateral Agent, or its agent or nominee, as gratuitous bailee for the Secured Parties solely for Collateral Agent may direct, as the purpose registered owner of perfecting the security interest therein granted under this Agreementsuch Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the ratable benefit of the Collateral Agent) any and all certificatesSecured Parties, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt SecuritiesCertificated Securities evidencing Pledged Stock. (ci) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Certificated Securities required to be delivered pursuant to the Discharge foregoing paragraph (a) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 3.02 shall be accompanied by undated stock powers powers, 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 and (ii) upon execution of this Agreement, all other property comprising part of the Pledged Collateral 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 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 Certificated Securities shall be accompanied by a schedule describing the applicable securities, which and with respect to such Pledged Collateral existing on the Restatement Date, such schedule shall be is attached hereto as Schedule II I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such Pledged Certificated Securities. Each schedule describing the securities delivered in connection with a delivery of Pledged Certificated Securities shall supplement any prior schedules so delivered. (c) With respect to any Pledged Stock that is an “uncertificated security” (as defined in the New York UCC), each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15; (y) any Pledgor first acquiring Pledged Stock that is an “uncertificated security” or (z) the date that any Pledged Stock already pledged hereunder becomes an “uncertificated security” (as defined in the New York UCC), to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(c)(2) of the New York UCC) over such uncertificated securities by causing the relevant Pledged Interests Issuer to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such Pledged Interest Issuer agrees to comply with all instructions of the Collateral Agent relating to such uncertificated securities without further consent of the Pledgor. Each delivery of a control agreement with respect to uncertificated securities shall be accompanied by a schedule describing the securities, and, with respect to such Pledged Collateral existing on the Restatement Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (d) Notwithstanding paragraphs (a) and (c) above, with respect to any Pledged Stock in which the Pledgor holds its interest in the form of a security entitlement, each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15, (y) any Pledgor first acquiring Pledged Stock held in the form of a security entitlement or (z) the date that any Pledged Stock becomes held by a Pledgor in the form of a security entitlement, to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(d)(2) of the New York UCC) over such security entitlement by causing the applicable securities intermediary to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the securities intermediary agrees to comply with all entitlement orders of the Collateral Agent relating to such security entitlement without further consent of the Pledgor. Each delivery of a control agreement with respect to security entitlements shall be accompanied by a schedule describing the securities underlying such security entitlements, and, with respect to such Pledged Collateral existing on the Restatement Date, such schedule is 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 the such pledge of such Pledged Securitiesuncertificated securities. Each schedule so delivered describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (e) Notwithstanding anything herein to the contrary, the Collateral Agent shall not issue instructions or entitlement orders (in each case as such term is used in the New York UCC) to a bank, securities intermediary or Pledged Interests Issuer or other party to any control agreement (including any securities account control agreement or agreement of a Pledged Interests Issuer of the type contemplated by Sections 3.02(b), (c) and (d)) In accordance with entered into pursuant to the terms of the Intercreditor AgreementLoan Documents, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer unless an Event of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementDefault has occurred and is continuing.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the Effective Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25,000,000 individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt SecuritiesSecured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAgent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Administrative Agent on the Amendment No. 3 Closing Date all Pledged Securities directly owned by it on the Amendment No. 3 Closing Date and with respect to any Pledged Securities issued or acquired after the Amendment No. 3 Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Collateral Agent Credit Agreement (or, prior if earlier, the date on which such Compliance Certificate is actually delivered to the Discharge of First Lien Obligations, Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Collateral Agent Credit Agreement (or, prior if earlier, the date on which such Compliance Certificate is actually delivered to the Discharge of First Lien Obligations, Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the First Lien Collateral Administrative Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt Securities(other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $10 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent (orAdministrative Agent, prior any Pledged Securities required to be delivered pursuant to the Discharge foregoing paragraphs (a) and (b) of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities this Section 2.02 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 duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdministrative Agent. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly of the Borrower and each Subsidiary Party will cause any Indebtedness for borrowed money owed to deliver or cause it by any person to be pledged to the Collateral Agent pursuant to the terms hereof and any obligation in an amount greater than $100,000 included in such Indebtedness shall be evidenced by a writing (which, if such writing is a promissory note, shall be delivered to the Collateral Agent (or, prior to the Discharge together with instruments of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiestransfer with respect thereto endorsed in blank). (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall shall, if certificated (as defined in the New York UCC), be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 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 applicable securitiesPledged Securities then or theretofore delivered, which schedule shall be attached hereto as Schedule II 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 the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien ObligationsTerm Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the First Lien Term Loan Collateral Agent, acting as a gratuitous bailee of the Collateral Agentbailee) any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged SecuritiesSecurities (other than Pledged Debt Securities with a face amount less than $1,000,000). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt SecuritiesSecurities with a face amount in excess of $1,000,000. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien ObligationsTerm Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the First Lien Term Loan Collateral Agent, acting as a gratuitous bailee of the Collateral Agentbailee), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the ABL Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties secured parties under the Term Loan Credit Agreement solely for the purpose of perfecting the security interest therein granted under this the Term Loan Guarantee and Collateral Agreement. (e) Prior to the Discharge of Term Loan/Notes Obligations, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Guarantee and Collateral Agreement and the ABL Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee for the Secured Parties.

Delivery of the Pledged Collateral. (ai) Each Grantor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentIndenture or any other Senior Secured Note Document (the "Additional Collateral") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (oras promptly as practicable upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee 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 or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any and all Pledged Debt Securities. (c) Upon delivery Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (oror its custodian, prior nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the foregoing, until the date upon which the Discharge of First Lien Obligationsthe Credit Facility Obligations has occurred, the provisions of this Section 4(a)(i) shall not apply to any Pledged Collateral consisting of Credit Facility Priority Collateral. (ii) Within five (5) days of the receipt by a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the First Lien Collateral Agent, acting in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Indenture or any other Senior Secured Note Document. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Pledged Collateral (other than, until the date upon which the Discharge of Credit Facility Obligations has occurred, any Pledged Collateral consisting of Credit Facility Priority 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 any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a gratuitous bailee partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent), (i) shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary indorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Senior Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementNote Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to 3.1. On or before the Issue Date, each Pledgor shall deliver or cause to be delivered to the Collateral Agent, as agent for, among others, the Collateral Agent (orand the Secured Parties, prior to or the Discharge of First Lien Obligations, to the First Lien Term Loan Collateral Agent, acting as a gratuitous bailee of the Collateral Agent pursuant to the Pari Passu Intercreditor Agreement with copies to the Collateral Agent) , any and all certificatesPledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents valued in excess of $1,000,000, if any, representing the Pledged Collateral. 3.2. After the Issue Date, promptly upon any Pledgor’s obtaining physical possession of any certificates or other instruments or documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to Securities owned by it, such Pledgor shall deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following or the Discharge of First Lien ObligationsTerm Loan Collateral Agent, as gratuitous bailee of the Collateral Agent pursuant to the Pari Passu Intercreditor Agreement. 3.3. Each Pledgor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 14.1, to sign (if required) and file in any appropriate filing office, wherever located, any Financing Statement that contains any information required by the UCC of the applicable jurisdiction for the Secured Parties solely for sufficiency or filing office acceptance of any Financing Statement. Each Pledgor also authorizes the purpose Collateral Agent to file a copy of perfecting this Agreement in lieu of a Financing Statement, and to take any and all actions required by any earlier versions of the UCC which are still in effect or by any other Applicable Law. Each Pledgor shall provide the Collateral Agent with any information the Collateral Agent shall reasonably request in connection with any of the foregoing. Notwithstanding the foregoing authorization to the Collateral Agent, each Pledgor hereby agrees to prepare and file or cause to be filed, at its own expense, any Financing Statement, amendment thereto, continuation statement or other document or instrument, relative to all or any part of the Pledged Collateral, in the appropriate filing office, wherever located, as is necessary or required to perfect or maintain the perfection of the Collateral Agent’s security interest therein granted under in the Pledged Collateral, and to deliver to the Collateral Agent a file stamped copy of each such Financing Statement, amendment thereto, continuation statement or other document or instrument in connection with this Agreement.

Delivery of the Pledged Collateral. (a) Except with respect to certificates, agreements or instruments representing or evidencing any Pledged Stock in existence on the date hereof that Administrative Agent has agreed with the Grantors can be delivered after the date hereof pursuant to arrangements specified by the Collateral Agent, each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Stock and the Pledged Debt in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) have been delivered to the Collateral Agent in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Stock now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause (i) each Intercompany Note or other promissory note issued by the Borrower or any of its Subsidiaries to deliver such Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to such Grantor by any other Person which is in excess of $500,000 or cause the equivalent amount in another currency to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II 3.03 to the U.S. GCA Disclosure Letter and made a part hereof; thereof, provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver Pledgor represents and warrants that all stock certificates, agreements, instruments notes or cause to be other securities now or hereafter included in the Pledged Collateral (the “Pledged Securities”) in existence on the date hereof have been delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) . Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing the Pledged Securities shall be accompanied by undated stock powers 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 in order to allow the Collateral Agent, only upon the occurrence and continuance of an Event of Default, to exercise its rights and remedies under this Agreement 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 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 applicable securitiessecurities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement supersede any prior schedules so delivered. Schedule II may be amended from time to time by the addition of the Pledged Collateral subsequently created or acquired by execution of a supplement in substantially the form of Annex I attached hereto. (db) In accordance with Each Pledgor will cause any indebtedness for borrowed money in excess of $1,000,000 owed to the terms Pledgor by any Person to be evidenced by a duly executed promissory note and promptly notify the Collateral Agent thereof and upon request of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of deliver such Pledged Collateral promissory note to the Collateral Agent following pursuant to the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreementterms thereof.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt, if any, and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, i) with respect to any Pledged Shares of Subsidiaries organized in the United States on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement and (ii) with respect to Pledged Shares of any other Subsidiaries, twenty days following the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentSecurities Purchase Agreement (the “Additional Collateral”) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, prior certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Discharge Collateral Agent. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the First Lien Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. (b) Promptly upon the receipt by any Pledgor of any Additional Collateral which would be listed on Schedules I and II hereto, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Security Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiessuch Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery If any Pledgor shall receive, by virtue of such 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 such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, except as otherwise permitted to be retained by Pledgor pursuant to Section 7 hereof, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (orAgent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Shares, on or prior to the Discharge execution and delivery of First Lien Obligations, this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the First Lien Collateral Agent pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within 10 Business Days of receipt thereof by or on behalf of 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. Within 10 Business Days of the receipt by 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 Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. 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 all certificates, instruments or other documents representing or evidencing Pledged Securitiesthe Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) Each Grantor agrees promptly to deliver If the Pledgor shall receive, by virtue of its being or cause to be delivered to the Collateral Agent (orhaving been an owner of any Pledged Collateral, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (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 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, instrument promissory note, instrument, option, right, payment or document representing or evidencing Pledged Securities distribution in trust for the benefit of the Agent, shall be accompanied by undated segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with any necessary indorsement and/or appropriate stock powers or stock transfer forms duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral and as further collateral security for the Obligations, provided that, notwithstanding anything to the Collateral contrary, at no time shall the shares of stock of the UK Subsidiary pledged to the Agent following pursuant to this Agreement exceed 65% by number of the Discharge issued and outstanding shares of First Lien Obligationscapital stock of the UK Subsidiary. For the avoidance of doubt, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.any promissory notes or other instruments or agreements representing indebtedness owing from the

Delivery of the Pledged Collateral. (a) Each Grantor Loan Party represents and warrants that any and all Specified Pledged Securities that constitute certificated securities or instruments (other than instruments evidencing indebtedness with an outstanding principal amount of less than $5,000,000 in the aggregate) in existence on the date hereof have been delivered to the Collateral Agent. Each Loan Party agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, Specified Pledged Securities that constitute certificated securities or instruments or other documents representing or evidencing at any time owned by such Loan Party promptly (and in any event within 45 days) upon acquiring such Specified Pledged Securities. (b) Each Grantor agrees promptly ; provided that, notwithstanding anything to the contrary in the foregoing, the Loan Parties shall not be required to deliver or cause to be delivered to instruments evidencing Specified Pledged Indebtedness for which the Collateral Agent (or, prior to outstanding principal amount does not exceed $5,000,000 in the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesaggregate. (cb) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing all Specified Pledged Securities constituting certificated securities or instruments, shall be accompanied by undated stock powers 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 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 requestAgent. Each delivery of Specified Pledged Securities constituting certificated securities or instruments after the date of this Agreement shall be accompanied by a schedule describing the applicable securitiesSpecified Pledged Securities so delivered, which schedule shall be attached hereto as to Schedule II hereto and made a part hereofthereof; provided that failure to so attach any such schedule hereto shall not affect the validity of the such pledge of such Specified Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (dc) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent The security interests granted in Section 3.01 are granted as security only and shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to not subject the Collateral Agent following or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Loan Party with respect to or arising out of the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementPledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) applicable Secured Parties, any and all certificatesPledged Securities (other than any uncertificated securities, instruments or other documents representing or evidencing but only for so long as such securities remain uncertificated) and to the extent such Pledged Securities. Securities are Pledged Debt, only as are required to be delivered under clause (b) immediately below. Each Grantor agrees promptly will cause any Indebtedness for borrowed money having an aggregate principal amount equal to deliver or cause in excess of $5,000,000, which for avoidance of doubt excludes accounts receivable in the ordinary course of business, owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (orAgent, prior for the benefit of the applicable Secured Parties, pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) terms hereof. Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securities, which schedule shall be attached hereto as deemed to supplement Schedule II III and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor (x) represents and warrants that it has used commercially reasonable efforts to deliver on the date hereof all certificates, agreements or instruments representing or evidencing (i) the Pledged Stock and (ii) the Pledged Debt with a value in excess of $5,000,000 in the case of clause (ii) in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) to the Collateral Agent in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in blank and (y) agrees, in any event, to deliver all of its respective Closing Date Pledged Collateral within 60 days of the date hereof (or such longer period as agreed to by the Collateral Agent in its sole discretion). Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments certificated Pledged Stock now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause each Intercompany Note with a value in excess of $1,000,000 or other promissory note issued by the Borrower or any of its Subsidiaries to deliver or cause such Grantor to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securitiessuch Pledged Securities, which schedule shall be attached as a supplement to Schedule 3.03 hereto as Schedule II and made a part hereof; thereof, provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentIndenture (the "Additional Collateral") any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, prior certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Discharge Collateral Agent. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the First Lien Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. (b) Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Indenture, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiessuch Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery If any Pledgor shall receive, by virtue of such 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 such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Pari Passu Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificatesPledged Equity Interests required to be pledged hereunder (i) on the date hereof, instruments or other documents representing or evidencing in the case of any such Pledged SecuritiesEquity Interests owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the date hereof. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Pari Passu Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Pari Passu Collateral Agent and duly executed in blank and by such other instruments and documents as may be necessary or as the Pari Passu 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 in blank and such other instruments or documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request. Each delivery of Pledged Securities Equity Interests shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged SecuritiesEquity Interests. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Except with respect to certificates, agreements or instruments representing or evidencing any Pledged Stock in existence on the date hereof that Administrative Agent has agreed with the Grantors can be delivered after the date hereof pursuant to arrangements specified by the Collateral Agent, each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Stock and the Pledged Debt in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) have been delivered to the Collateral Agent in suitable form for transfer by Delivery and accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments Pledged Stock now owned or other documents representing or evidencing Pledged Securitieshereafter acquired by such Grantor. (b) Each In addition to the requirements of preceding clause (a), each Grantor agrees promptly will cause (i) each Intercompany Note or other promissory note issued by the Borrower or any of its Subsidiaries to deliver such Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to such Grantor by any other Person which is in excess of $500,000 or cause the equivalent amount in another currency to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers 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 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 applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II 3.03 to the Canadian GCA Disclosure Letter and made a part hereof; thereof, provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver to the Collateral Agent on the First Amendment Effective Date (or such later date as may be specified pursuant to the Credit Agreement) all Pledged Securities directly owned by it on such date and with respect to any Pledged Securities issued or acquired after such date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) Secured Parties, any and all certificates, instruments or other documents representing or evidencing such Pledged Securities. (b) Each . If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees promptly to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, prior with respect to Indebtedness owed to any Grantor by any Person other than the Company or any of its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25 million individually to be evidenced by a duly executed promissory note that is pledged and delivered to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee for the benefit of the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery Secured Parties, pursuant to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part terms hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver such Grantor by Holdings, the Borrower or cause any Subsidiary to be evidenced by a duly executed promissory note and, if in an amount in excess if $1,000,000, pledged and delivered to the Collateral Agent (or, prior pursuant to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing 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 duly executed in blank 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 accompanied, to the extent necessary or reasonably required to perfect the security interest in or allow realization on the Pledged Collateral, 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent (or, on or prior to the Discharge execution and delivery of First Lien Obligationsthis Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the First Lien Collateral Agent, acting as a gratuitous bailee Agent pursuant to the terms of this Agreement or the Collateral AgentSecurities Purchase Agreement (the “Additional Collateral”) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent (orpromptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, prior certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Discharge Collateral Agent. If any Pledged Collateral consists of First Lien Obligationsuncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the First Lien Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. (b) Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to the Collateral Agent, acting as a gratuitous bailee in respect of the Additional Collateral Agent) which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and all Pledged Debt Securitiessuch Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (c) Upon delivery If any Pledgor shall receive, by virtue of such 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 such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent (orin the exact form received, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) with any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated necessary endorsement and/or appropriate stock powers duly executed in blank or other undated instruments of transfer satisfactory blank, to the Collateral Agent and duly executed in blank 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 applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Agent as Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, and as gratuitous bailee further collateral security for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this AgreementObligations.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause the Loan Proceeds Note, each Offering Proceeds Note, the Parent Intercompany Note and any additional Indebtedness of Level 3 LLC to deliver Level 3 (which the Grantors will cause to be evidenced by either the Parent Intercompany Note or another duly executed promissory note) to be pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent. Each Grantor will cause the security interests granted hereby for Indebtedness for borrowed money owed to such Grantor to be at all times first priority perfected security interests. Upon the occurrence and during the continuance of an Event of Default, each Grantor will cause any other Indebtedness for borrowed money owed to such Grantor by any Person in an amount that exceeds $1,000,000 that is evidenced by a duly executed promissory note to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as duly endorsed in a gratuitous bailee of manner satisfactory to the Collateral Agent) any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank 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 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 applicable securities, such securities which schedule shall be attached hereto as supplement Schedule II and be made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as gratuitous bailee for the Secured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.