Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly On the Closing Date (in the case of any Loan Party that grants a Lien on any of its assets hereunder on the Closing Date (a “Closing Date Grantor”) or on the date on which it signs and delivers a joinder to the Agreement as a Guarantor and such other security agreements and documents required under Section 10.1.11(a)(i)(A) of the Agreement, each Loan Party shall deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured PartiesParties (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect), any and all Pledged Stock Securities (subject to the Intercreditor Agreementother than any Uncertificated Securities, but only for so long as such Securities remain uncertificated) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments Promissory Notes and Instruments evidencing IndebtednessDebt, are required to be delivered pursuant to paragraph (b) of this Section 3.021.1.1. Thereafter, whenever such Loan Party acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated), such Loan Party shall concurrently with the first Compliance Certificate required to be delivered thereafter pursuant to Section 10.1.2 of the Agreement deliver or cause to be delivered to Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect) such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing Debt, are required to be delivered pursuant to Section 1.1.1(b) hereof. (b) Each Pledgor Loan Party will cause (i) all Debt of Parent and Restricted Subsidiaries that, in each case, is owing to such Loan Party to be evidenced by the Intercompany Note or other Promissory Note, (ii) the Intercompany Note or such other Promissory Note to be pledged and delivered to Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect) pursuant to the terms hereof and (iii) any Material Pledged Debt Securities for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000 owed to such Pledgor Loan Party by any Person (other than Parent or a Restricted Subsidiary) to be evidenced by a duly executed promissory note Promissory Note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect), within 30 days after creation or acquisition thereof, pursuant to the terms hereof. (c) Upon delivery to Agent (or Term Agent so long as the Collateral AgentTerm Debt Intercreditor Agreement is in effect), (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient reasonably satisfactory to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Loan Party and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of For any period in which Pledged Securities are delivered to the Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect), the Loan Parties shall provide with the first Compliance Certificate required to be accompanied by delivered thereafter pursuant to Section 10.1.2 of the Agreement a schedule describing the securities, which schedule shall be attached hereto as deemed to supplement Schedule II 7.1.1 (a) to the Agreement and be made a part hereof; provided provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of Parent or any wholly-owned Domestic Subsidiary of Parent) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is sixty (60) days following the Closing Date (or such longer period as Agent may agree in its reasonable discretion). (e) The assignment, pledge and security interest granted in Section 7.1.1 of the Agreement are granted as security only and shall not subject Agent 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 Pledged Collateral.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Lender on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Lender pursuant to the terms of this Agreement or the Loan Agreement (the “Additional Collateral”) shall be accompanied delivered to the extent necessary to perfect Lender as soon as practicable upon the security interest 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 Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Lender. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Lender (or its designated custodian or nominee) to become the registered holder thereof, or cause or direct each issuer of such securities to agree that upon the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Lender with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Lender (or its custodian, nominee or other designee ), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Lender without further consent by such Pledgor. (ii) Within 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 attached hereto delivered to the Lender, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as Schedule II and made a part hereof; provided that failure the case may be. Each Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Pledged Collateral and such schedule hereto Pledgor shall not affect be deemed upon delivery thereof to have made the validity representations and warranties set forth in Section 5 (to the extent applicable) hereof with respect to such Additional Collateral. (b) If any Pledgor shall receive, by virtue of such pledge 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 Lender in accordance with the terms hereof, shall segregate it from such Pledgor’s other property and shall deliver it by customary means of delivery forthwith to the Lender in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares (if any) shall be delivered to the Collateral AgentPledgee, for the ratable benefit of itself and the Notes Secured PartiesLenders, any and all Pledged Stock (subject on or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany NotePledgee, for the ratable benefit of itself and the Notes Secured PartiesLenders, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement and the other Loan Documents (the "Additional Collateral"), shall be accompanied delivered to the extent necessary Pledgee promptly upon receipt thereof by or on behalf of any of the Pledgors. All such certificates and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be delivered to perfect the security interest Pledgee in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated powers executed in blank, all in form and substance satisfactory to the Pledgee. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, upon the occurrence and continuation of an Event of Default under the Loan Agreement, such Pledgor shall cause the Pledgee (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 Pledgee with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall collaterally assign such security entitlements to the Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee without further consent by such Pledgor, in each case, upon the occurrence and continuation of an Event of Default. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, Pledgee shall, upon written request from any Pledgor, promptly return to such Pledgor any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to enable such Peldgor to take any action to collect or enforce any performance or the payment of amounts due under such promissory note(s) and/or other instrument(s). (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 Exhibit A hereto (a "Pledge Amendment") shall be attached hereto as delivered to the Pledgee, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule II and made a part hereof; provided that failure I hereto. Each Pledgor hereby authorizes the Pledgee 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 Pledgee 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 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), 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 schedule hereto 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, such Pledgor shall not affect receive such stock certificate, instrument, option, right, payment or distribution in trust for the validity benefit of the Pledgee, shall segregate it from such pledge Pledgor's other property and shall deliver it forthwith to the Pledgee, for the benefit of itself and the Lenders, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Pledgee as Pledged Collateral and as further collateral security for the Obligations. (c) True, correct and complete copies of the limited liability company agreement and the certificate of formation of each Issuer that is a limited liability company have been delivered to Pledgee, for the benefit of itself and the Lenders, on or prior to the execution and delivery of this Agreement. There are and shall be no other agreements governing the formation, organization or terms of the membership interests with respect to any such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredIssuer.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver to the Collateral Agent on the Closing Date all Pledged Securities directly owned by it on the Closing Date and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within forty-five (45) days after the date of acquisition thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all such Pledged Stock Securities (subject other than any Pledged Equity consisting of uncertificated securities). If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within forty-five (45) days after the date such Pledged Equity becomes certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Intercreditor Agreement) and Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02certificates. (b) Each Pledgor The Grantors will cause any Material Pledged Debt Securities (or, with respect to Indebtedness owed to such Pledgor any Grantor by any Person other than Parent or any of its Subsidiaries, will use reasonable best efforts to cause) any Indebtedness for borrowed money owed to any Grantor by any Person (other than such as may arise from ordinary course intercompany cash management obligations) 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 Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within ten (10) days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional Collateral which are to be pledged pursuant to this Agreement and the Financing 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any the Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to such Pledgor by Collateral, any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) stock certificate (including, without limitation, any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.certificate

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver All certificates evidencing shares of stock, 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, for the ratable benefit of the Notes Secured Parties, together with any and all Pledged Stock (subject necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in on or prior to the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) execution and delivery of this Section 3.02. (b) Each 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 will cause any Material Pledged Debt Securities owed from time to such Pledgor by any Person to be evidenced by a duly executed promissory note that is time are hereby pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect Agent. Within ten (10) Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment any Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Schedule II hereto (including issuer acknowledgments a "Pledge Amendment") shall be delivered to the Agent, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich are to be pledged pursuant to this Agreement. Each delivery Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities shall be accompanied by and (ii) to constitute a separate schedule describing to this Agreement in case the securities, which schedule shall be attached hereto as Schedule II and made a part hereofAdditional Collateral consists of Foreign Pledged Securities; provided that failure to attach in either case the absence of any such schedule hereto Pledge Amendment shall not affect in any way effect the validity of such the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Securities. Each schedule so delivered 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 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 supplement receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with any prior schedules so deliverednecessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank, to be held by the Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured PartiesLender Group, any and all Pledged Stock (subject on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pledged to the Agent, for the benefit of the Lender Group, pursuant to paragraph the terms hereof (bthe “Additional Collateral”) shall be delivered to the Agent promptly upon receipt thereof by or on behalf of Pledgor. All such promissory notes, 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 or undated stock powers executed in blank, all in form and substance satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Pledgor shall cause the 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 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 Agent (or its designated custodian or nominee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by Pledgor. (ii) 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 Annex I hereto (a “Pledge Amendment”) shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Restated Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If Pledgor will cause shall receive, by virtue of Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced retained by Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a duly executed 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 that is pledged note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from Pledgor’s other property and delivered shall deliver it forthwith to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured PartiesLender Group, pursuant to in the terms hereof. (c) Upon delivery to the Collateral Agentexact form received, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, 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 satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, such Pledgor agrees promptly 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 deliver 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 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. (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 Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any such Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 hereof with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor's being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) shall segregate it from such Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and (except to the extent such dividend, distribution, cash payment or other property is permitted to be retained by such other instruments and documents as Pledgor or pursuant to Section 7 hereof), 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 may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Lender on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Lender pursuant to the terms of this Agreement and the Term Loan Agreement, (the "Additional Collateral") shall be promptly delivered to the Lender, but in no event later than five (5) 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 Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers (with signature medallion guaranteed) executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect Lender. Within five (5) Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment the Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a "Pledge Amendment") shall be delivered to the Lender, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich are to be pledged pursuant to this Agreement and the Term Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each delivery of The Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) 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 schedule describing 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 securitiesPledgor 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, which schedule 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 Lender, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Lender in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be attached hereto held by the Lender as Schedule II Pledged Collateral and made a part hereof; provided that failure to attach any such schedule hereto shall not affect as further collateral security for the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 Financing Agreement (the "Additional Collateral") shall be delivered to --------------------- the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, 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 agrees promptly shall cause the Collateral Agent (or its designated custodian or nominee) to deliver 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 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. (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 Collateral Agent, for the ratable benefit in respect of the Notes Secured Parties--------- 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any such Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 hereof with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor's being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a duly executed 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 that is pledged 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 delivered shall deliver it forthwith to the Collateral Agent, including in the Intercompany Noteexact form received, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock Securities (subject to i) representing any Pledged Equity Interests of the Intercreditor AgreementBorrower and the Subsidiary Loan Parties on the date hereof and (ii) and all other Pledged Securities representing any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are Equity Interests required to be delivered pursuant to paragraph the definition of “Collateral and Guarantee Requirements” in the Credit Agreement, as promptly as practicable, and in any event within 90 days after the Effective Date (bor such later date as the Collateral Agent may reasonably agree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof. Each Grantor acknowledges and agrees that (i) to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated or subject to a control agreement for such uncertificated interest; and such certificate shall be delivered to the Collateral Agent in accordance with this Section 3.022.02(a) and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate or subject to a control agreement. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate or subject to a control agreement; and such certificate shall be delivered to the Collateral Agent in accordance with this Section 2.02(a). (b) Each Pledgor As promptly as practicable, and in any event within 90 days after the Effective Date or such longer time as may be agreed to by the Collateral Agent, each Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by Holdings, the Borrower or any Person to be Restricted Subsidiary in a principal amount in excess of $7,500,000 that is evidenced by a duly executed promissory note that is to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of Collateral Agent under this Section 3.02 (other than the Intercompany Note) 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral required to be delivered pursuant to the terms of Collateral Agent under this Agreement Section 2.02 shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Notes Collateral Agent (or while the First Lien Intercreditor Agreement is outstanding, the Controlling Collateral Agent, for the ratable benefit of the Notes Secured Parties, ) any and all Pledged Stock Securities (subject to i) on the Intercreditor Agreement) and any and all Pledged Debt Securities to date hereof (or such later date as the extent such Pledged SecuritiesControlling Collateral Agent may reasonably agree), in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days (or other instruments evidencing Indebtednesssuch later date as the Controlling Collateral Agent may reasonably agree)) after the acquisition thereof, are required to be delivered pursuant to paragraph (b) in the case of this Section 3.02. (b) any such Pledged Securities acquired by such Grantor after the date hereof. Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money (other than any short-term intercompany current liabilities incurred in the ordinary course of business or consistent with industry or past practice in connection with cash management activities of Holdings and its Subsidiaries) owed to such Pledgor Grantor by Holdings, the Issuers or any Person of their Subsidiaries in a principal amount in excess of $15,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Notes Collateral Agent (or while the First Lien Intercreditor Agreement is outstanding, the Controlling Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, ) pursuant to the terms hereof. (c) . Upon delivery to the Notes Collateral Agent (or while the First Lien Intercreditor Agreement is outstanding, the Controlling Collateral Agent), (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request duly executed in blank and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees Subject to the ABL/Bond Intercreditor Agreement, each Grantor will promptly deliver to deliver the Collateral Agent (or cause its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the ratable benefit of the Notes Secured PartiesCreditors, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case together with an undated instrument of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a transfer duly executed promissory note that is pledged in blank and delivered in a manner reasonably satisfactory to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the 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 provided, that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for Administrative Agent (i) on or prior to the ratable benefit of the Notes Secured Parties, Closing Date any and all Pledged Stock Equity Securities owned by such Grantor on the Closing Date and listed on Schedule II and (subject to ii) as promptly as practicable, and in any event within 30 days after the Intercreditor Agreement) and acquisition thereof (or such longer period as the Administrative Agent may reasonably agree), any and all Pledged Debt Securities to acquired by such Grantor after the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Closing Date. (b) Each Pledgor As promptly as practicable, and in any event within 30 days after the Closing Date, each Grantor will (i) cause any Material Pledged Debt Securities all Indebtedness for borrowed money (except with respect to intercompany Indebtedness) in a principal amount in excess of $2,000,000 (individually) or $5,000,000 (in the aggregate) that is owed to such Pledgor Grantor by any Person to be evidenced by a duly executed promissory note, (ii) pledge or cause to be pledged such promissory note that is pledged pursuant to a supplement in a form reasonably satisfactory to the Administrative Agent and (iii) deliver or cause such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank, to be delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Administrative Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Loan Party represents and warrants that any and all Specified Pledged Securities 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, for the ratable benefit of the Notes Secured Parties, Agent any and all Specified Pledged Stock Securities at any time owned by such Loan Party promptly (subject to the Intercreditor Agreementand in any event within 5 Business Days) and any and all Pledged Debt Securities to the extent upon acquiring such Specified Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Loan Party represents and warrants that any and all Indebtedness (other than Immaterial Indebtedness) for borrowed money owed to it evidenced by a duly executed promissory note in existence on the date hereof have been delivered to the Collateral Agent. Each Loan Party will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor it by any Person other Borrower Group Member (other than Immaterial Indebtedness) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereofhereof promptly (and in any event within 5 Business Days) upon receipt of such promissory note. (c) Upon delivery to the Collateral Agent, (i) any all Specified Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestAgent. Each delivery of Specified Pledged Securities after the date of this Agreement shall be accompanied by a schedule describing the 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 such pledge of such Specified Pledged Securities. Each schedule so delivered . (d) The security interests granted in Section 3.01 are granted as security only and shall supplement not subject the Collateral Agent or any prior schedules so deliveredother 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 Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit The fair market value of the Notes Pledged Shares held by any Secured PartiesParty as of any time of determination shall equal the product of (i) the aggregate number of shares of Common Stock pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the shares of Common Stock during the five (5) Trading Day period immediately prior to such time of determination, any and all Pledged Stock divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the Intercreditor Agreement“Pledged Share Value”) and any shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and all payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Debt Securities Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) terms of this Section 3.024 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) Each In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor will cause any Material shall deliver to each of the Secured Parties as of date hereof a certificate with respect to the Pledged Debt Securities owed to such Pledgor by any Person Shares to be evidenced initially held by a duly executed 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 note that is pledged notes, certificates and delivered instruments constituting Pledged Collateral from time to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities time or required to be delivered pursuant pledged to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by proper instruments the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich 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. Each delivery of The Pledgor hereby authorizes each Secured Party to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a schedule describing 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 securitiesPledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, which schedule 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 be attached hereto as Schedule II hold such Distribution Collateral in trust for the benefit of the Secured Parties, shall segregate it from the Pledgor’s other property and made a part hereof; provided that failure to attach any such schedule hereto shall not affect deliver the validity applicable Secured Party Pro Rata Amount of such pledge Distribution Collateral forthwith to each 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 each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. (e) So long as no Event of Default (as defined in the Notes) or breach of any covenant in any Transaction Document (as defined in the Securities Purchase Agreement) has occurred or is continuing, on each six month anniversary of the Closing Date (as defined in the Securities Purchase Agreement) each Secured Party shall release the lesser of (x) 1/3rd of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredaggregate number of Pledge Shares initially pledged by Pledgor to such Secured Party hereunder and (y) the aggregate number of Pledge Shares then held by such Secured Party, if any.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock Securities (subject to i) representing any Pledged Equity Interests of the Intercreditor AgreementBorrower and the Subsidiary Loan Parties(to the extent certificated) and any and all Pledged Debt Securities to owned by such Grantor on the extent such Pledged Securities, in date hereof and (ii) all otherin the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities representing any Pledged Equity Interests required to be delivered pursuant to the foregoing paragraphs (a) definition of “Collateral and (b) of this Section 3.02 (other than Guarantee Requirements” in the Intercompany Note) shall be accompanied by stock powers or note powersCredit Agreementor Pledged Debt Securities acquired after the Effective Date, as applicablepromptly as practicable, duly executed and in blank any event within 9030 days after the Effective Dateacquisition thereof (or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents later date as the Collateral Agent may reasonably request agree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof. Each Grantor acknowledges and agrees that (i), to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties or controlled Affiliates) and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be (x) certificated or subject to a control agreement for such uncertificated interest; and such certificate shall be delivered to the Collateral Agent in accordance with this Section 2.02(a) or (y) subject to a control agreement for such uncertificated interest in form and substance reasonably satisfactory to the Collateral Agent, and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate or subject to a control agreement. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other property composing part Loan Parties or controlled Affiliates) and pledged hereunder that is not a “security” within the meaning of Article 8 of the Pledged Collateral delivered pursuant to UCC, the terms of this Agreement such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be accompanied represented by a certificate, unless such Grantor provides prior written notification 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 Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery that the terms of Pledged Securities such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate or subject to a control 6 US-DOCS\110387106.11 4149-6074-0436 agreement; and such certificate shall be accompanied by delivered to the Collateral Agent in accordance with this Section 2.02(a) or subject to a schedule describing control agreement for such uncertificated interest in form and substance reasonably satisfactory to the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral Agent.

Delivery of the Pledged Collateral. (a) Each Pledgor Credit Party agrees promptly to (but in any event, within sixty (60) days of the receipt by such Credit Party thereof) deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock Collateral (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securitiesor, in the case of promissory notes or other instruments evidencing IndebtednessPledged Collateral issued by Foreign Subsidiaries, are if necessary under any applicable law, to carry out all necessary and reasonable formalities and actions for the dispossession and pledge thereof for the benefit of the Collateral Agent); provided that Pledged Debt Securities shall be required to be delivered pursuant only to the extent described in paragraph (b) of this Section 3.022.02. (ba) Each Pledgor Credit Party will cause any Material Pledged Debt Securities Security (excluding, for the avoidance of doubt, any Excluded Instruments) in its possession and owed to such Pledgor by any Person it to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (cb) Upon delivery to the Collateral Agent, (i) any Pledged Securities Collateral required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) 2.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Credit Party and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request, in each case, subject to the Collateral and Guarantee Requirement. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule supplement to Schedule I hereto describing the securitiessuch Pledged Collateral, which schedule supplement shall be attached hereto as a supplement to Schedule II I (such supplement may take the form of an amendment and restatement to Schedule I hereto) and made a part hereof; provided that failure to attach any such schedule or supplement hereto shall not affect the validity of such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or Grantor will cause to be delivered to the Collateral Agent, Agent for the ratable benefit of the Notes Secured Parties (or, to the Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the benefit of the Collateral Agent and all of the Secured Parties) (i) in the case of any Pledged Securities owned by such Grantor on the date hereof, any and all such Pledged Securities on the date hereof (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion), and (ii) within ninety (90) days (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) after the acquisition thereof, any and all Pledged Stock Securities acquired by such Grantor after the date hereof. Notwithstanding the foregoing, Pledged Securities representing Equity Interests of Immaterial Subsidiaries or Persons (subject to the Intercreditor Agreementother than Note Parties) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, that are not Subsidiaries shall not be required to be delivered pursuant to paragraph (b) of this Section 3.02delivered. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by Holdings, the Borrower or any Person to be Subsidiary in a principal amount of $10,000,000 or more that is evidenced by a duly executed promissory note that is pledged and to be delivered to the Collateral AgentAgent (or, including to the Intercompany Note, Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the ratable benefit of the Notes Collateral Agent and all of the Secured Parties, ) pursuant to the terms hereof, (i) in the case of such Indebtedness owed to such Grantor on the date hereof, on the date hereof (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) and (ii) in the case of any other such Indebtedness, within ninety (90) days (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) after the acquisition thereof. (c) Upon delivery to the Collateral AgentAgent (or, to the Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the benefit of the Collateral Agent and all of the Secured Parties), (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent (acting at the direction of the Required Purchasers) and by such other instruments and documents as the Collateral Agent (acting at the direction of the Required Purchasers) may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent (acting at the direction of the Required Purchasers) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock Securities (subject to other than (x) any uncertificated securities, but only for so long as such securities remain uncertificated and (y) share certificates for the Intercreditor AgreementForeign Subsidiaries listed on Schedule VI so long as such certificates are delivered within 30 days after the Closing Date) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.022.02. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money having an aggregate principal amount in excess of the Dollar Amount of $5,000,000 owed to such Pledgor Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Amended and Restated Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within 10 --------------------- Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within 10 Business Days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") ---------------- shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional Collateral which are to be pledged pursuant to this Agreement and the Amended and Restated Financing 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any the Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredGuaranteed Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities shall be delivered to the Collateral Agent, for together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the ratable benefit execution and delivery of the Notes Secured Partiesthis Agreement. All other promissory notes, any bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Stock Securities from time to time, shall be pledged to the Agent (subject the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and any other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Debt Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the extent Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledged SecuritiesPledgor, in substantially the case form of promissory notes or other instruments evidencing IndebtednessSchedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are required to be delivered pledged pursuant to paragraph (b) this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property, or (iv) dividends or other distributions in connection with a duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAgent, pursuant shall segregate it from the Pledgor's other property and shall deliver it forthwith to the terms hereof. Agent (cor to such other Person as provided for in the Intercreditor Agreement) Upon delivery to in the Collateral Agentexact form received, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, stock transfer forms duly executed in blank blank, to be held by or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part on behalf of the Agent as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 Financing Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, 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 agrees promptly shall cause the Collateral Agent (or its designated custodian or nominee) to deliver 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 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. (ii) Within 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 Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any such Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 hereof with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed Collateral, any (i) stock certificate, unit certificate or other certificate (including, without limitation, any certificate representing a stock or other in-kind 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 are permitted to be retained by any such Pledgor by any Person pursuant to be evidenced by Section 7 hereof or the Financing Agreement) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a duly executed 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, unit certificate or other certificate, promissory note that is pledged 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 delivered shall deliver it forthwith to the Collateral Agent, including in the Intercompany Noteexact form received, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be applied by the Collateral Agent and by such other instruments and documents as to the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to Obligations in accordance with the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredFinancing Agreement.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit The fair market value of the Notes Pledged Shares held by any Secured PartiesParty as of any time of determination shall equal the product of (i) the aggregate number of Ordinary Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Ordinary Shares during the five (5) Trading Day period immediately prior to such time of determination, any and all Pledged Stock divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the Intercreditor Agreement“Pledged Share Value”) and any shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and all payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Debt Securities Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) terms of this Section 3.024 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) Each In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor will cause any Material shall deliver to each of the Secured Parties as of date hereof a certificate with respect to the Pledged Debt Securities owed to such Pledgor by any Person Shares to be evidenced initially held by a duly executed 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 note that is pledged notes, certificates and delivered instruments constituting Pledged Collateral from time to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities time or required to be delivered pursuant pledged to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by proper instruments the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich 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. Each delivery of The Pledgor hereby authorizes each Secured Party to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a schedule describing 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 securitiesPledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, which schedule 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 be attached hereto as Schedule II hold such Distribution Collateral in trust for the benefit of the Secured Parties, shall segregate it from the Pledgor’s other property and made a part hereof; provided that failure to attach any such schedule hereto shall not affect deliver the validity applicable Secured Party Pro Rata Amount of such pledge Distribution Collateral forthwith to each 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 each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. (e) So long as no Event of Default (as defined in the Notes) or breach of any covenant in any Transaction Document (as defined in the Securities Purchase Agreement) has occurred or is continuing, on each six month anniversary of the Closing Date (as defined in the Securities Purchase Agreement) each Secured Party shall release the lesser of (x) 1/3rd of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredaggregate number of Pledge Shares initially pledged by Pledgor to such Secured Party hereunder and (y) the aggregate number of Pledge Shares then held by such Secured Party, if any.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pledged to the Agent pursuant to paragraph the terms hereof (bthe “Additional Collateral”) shall be delivered to the 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 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 Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (or its 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 Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the 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 Agent without further consent by such Pledgor. (ii) Within 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 Agent in respect of the Additional Collateral to 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 Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends or other distributions, cash, instruments, investment property and other property in connection with a duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAgent, pursuant shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) in the exact form received, with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Loan Agreement (the “Additional Collateral”) shall be accompanied delivered to the extent necessary to perfect Agent promptly upon, but in any event within five (5) days of, receipt thereof by or on behalf of any of the security interest Pledgors. All such promissory notes, 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 allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Pledgor shall cause the 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 Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the 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 Agent without further consent by such Pledgor. (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 attached hereto as Schedule delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II and made a part hereof; provided that failure hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral 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 schedule hereto 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 not affect receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the validity benefit of the Agent, shall segregate it from such pledge of such 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 duly executed in blank, to be held by the Agent as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock Securities required to be pledged hereunder (subject to i) on the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securitiesdate hereof, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the date hereof, are required to be delivered pursuant to paragraph and (bii) promptly after the acquisition thereof, in the case of this Section 3.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor Grantor (i) will cause any Material Pledged Debt Securities all Indebtedness for borrowed money in a principal amount of $10,000,000 or more owed to such Pledgor Grantor by any Person Loan Party to be evidenced by a duly executed promissory note that is pledged (x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be delivered to the Collateral AgentAgent any and all Pledged Debt Securities (other than promissory notes and other evidences of Indebtedness in a principal amount of less than $10,000,000), (I) on the date hereof, in the case of any such Pledged Debt Securities owned by such Grantor on the date hereof (including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to clause (i)) and (II) promptly after the terms acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such Pledged Debt Securities acquired after the date hereof; provided that the requirements in this Section 2.01(b) will not apply to any intercompany Indebtedness owed to a Grantor that is otherwise assigned to the Collateral Agent pursuant to a Collateral Agreement in form and substance reasonably satisfactory to the Collateral Agent. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) evidencing Pledged Equity Interests shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer sufficient to transfer title satisfactory to the Collateral Agent and by such other instruments and documents as may be necessary or as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor in blank and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as may be necessary or as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by any Person to be (other than a Loan Party) which is (A) in excess of $1,000,000 and (B) evidenced by a duly executed promissory note that is to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Securities shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Loan Agreement (the "ADDITIONAL COLLATERAL") shall be accompanied delivered to the extent necessary to perfect Agent promptly upon the security interest receipt thereof by or on behalf of a 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 allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule the relevant Pledgor shall cause the 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 Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the 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 Agent without further consent by such Pledgor. (ii) Within 5 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 Schedule II hereto (a "PLEDGE AMENDMENT") shall be attached hereto as delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule II and made a part hereof; provided that failure I hereto. Each 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 such schedule hereto Pledgor shall not affect be deemed upon delivery thereof to have made the validity representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If any 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), 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 pledge dividends permitted to be retained by a 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from such 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 duly executed in blank, to be held by the Agent for the benefit of the Lenders as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. All certificates and instruments currently representing the Pledged Shares and Pledged Warrants are being delivered to Pledgee concurrently with the execution and delivery of this Agreement, to be held by it hereunder. The certificates and instruments being delivered hereunder consist of three stock certificates (a) Each Pledgor agrees promptly two for 400,000 shares of the Pledged Shares each, and one for 200,000 shares of the Pledged Shares), and three separate warrants (two evidencing the right to deliver or cause purchase 16,393,442 shares of Common Stock each, and one evidencing the right to purchase 8,196,723 shares of Common Stock). All other certificates and other instruments constituting Pledged Collateral from time to time shall be delivered to Pledgee promptly upon the Collateral Agent, for the ratable benefit receipt thereof by or on behalf of the Notes Secured PartiesPledgor. All such certificates and instruments shall be held by Pledgee pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, any all in form and all Pledged Stock substance satisfactory to Pledgee. Any new, additional or different securities or other property (subject other than regular cash dividends) which may now or hereafter become distributable with respect to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case Collateral by reason of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) stock split, stock dividend, recapitalization, combination of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powersshares, as applicable, duly executed in blank exchange of shares or other instruments of transfer sufficient to transfer title to change affecting the Collateral Agent and by such other instruments and documents Common Stock as the Collateral Agent may reasonably request and a class or (ii) all any merger, consolidation or other property composing reorganization affecting the capital structure of Pledgee shall, upon receipt by Pledgor, be promptly delivered to and deposited with Pledgee as part of the Pledged Collateral delivered pursuant hereunder. To the extent Pledgee reasonably deems it necessary or advisable to perfect its security interest hereunder in addition to its possession of the terms Pledged Collateral, Pledgor hereby authorizes Pledgee, concurrently with its execution and delivery of this Agreement shall be accompanied or at any time that Pledgee may thereafter determine, 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 prepare and file UCC-1 financing statements naming Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule debtor and Pledgee as secured party and describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredcollateral pledged hereunder in reasonable detail.

Delivery of the Pledged Collateral. (a) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within ten (10) days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional Collateral which are to be pledged pursuant to this Agreement and the Financing 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any the Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredGuaranteed Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees Subject to the rights of the Senior Lender pursuant to the Subordination Agreement, all promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement or the Securities Purchase Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to deliver the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. Subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, if any Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. (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, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes Additional Collateral which is or other instruments evidencing Indebtedness, are required to be delivered pledged pursuant to paragraph (b) this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of this Section 3.02. (b) Schedule I hereto. Each Pledgor will cause 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 Material Pledge Amendment shall for all purposes hereunder constitute Pledged Debt Securities owed Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereofAdditional 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, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) shall segregate it from such Pledgor’s other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request as Pledged Collateral and (ii) all other property composing part as further collateral security for the Obligations, subject to the prior rights of the Pledged Collateral delivered Senior Lender pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSubordination Agreement.

Delivery of the Pledged Collateral. All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (athe "Additional Collateral") Each shall be delivered to the Collateral Agent within 10 Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within 10 Business Days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, Additional Collateral which are required to be delivered pledged pursuant to paragraph (b) this Agreement and the Financing 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 Section 3.02. (b) Each Pledgor will cause Agreement and agrees that all promissory notes, certificates or instruments listed on any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and Pledge Amendment delivered to the Collateral Agent, including Agent shall for all purposes hereunder constitute Pledged Collateral and the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) Pledgor shall be accompanied by stock powers or note powers, as applicable, duly executed deemed upon delivery thereof to have made the representations and warranties set forth in blank or other instruments of transfer sufficient Section 5 with respect to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (a) Subject to the Intercreditor Agreement, 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 the Pledged Stock and the Pledged Debt 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 reasonable discretion; provided, that such Grantor is taking commercially reasonable steps to comply). Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent now owned or hereafter acquired by such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Grantor. (b) Each Pledgor Subject to the Intercreditor Agreement, in addition to the requirements of preceding clause (a), each Grantor will cause (i) each Intercompany Note or other promissory note issued by the Company or any Material Pledged Debt Securities of its Subsidiaries to such Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to such Pledgor Grantor by any other Person which is in excess of $5,000,000 to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient as may be necessary to transfer title to perfect the Collateral Agent Agent’s Lien in such Pledged Securities and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or Grantor will cause to be delivered to the Collateral AgentAgent (i) in the case of any Pledged Securities owned by such Grantor on the date hereof, for any and all such Pledged Securities on the ratable benefit Effective Date (or within the time specified in Schedule 5.14 of the Notes Secured PartiesCredit Agreement), 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 Stock Securities acquired by such Grantor after the date hereof. Notwithstanding the foregoing, Pledged Securities representing Equity Interests of Immaterial Subsidiaries or Persons (subject to the Intercreditor Agreementother than Loan Parties) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, that are not Subsidiaries shall not be required to be delivered pursuant to paragraph (b) of this Section 3.02delivered. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by Holdings, the Borrower or any Person to be Subsidiary in a principal amount of $10,000,000 or more that is evidenced by a duly executed promissory note that is pledged and to be delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof, (i) in the case of such Indebtedness owed to such Grantor on the date hereof, on the Effective Date or within the time specified in Schedule 5.14 to the Credit Agreement and (ii) in the case of any other 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, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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 AgentApplicable Possessory Agent (or its custodian, for designee or other nominee) on or prior to the ratable benefit date of the Notes Secured Parties, any execution and all delivery of this Agreement. All Pledged Stock (subject Collateral thereafter required from time to time to be pledged to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the other Loan Documents (the “Additional Pledged Collateral”) shall be accompanied delivered to the extent necessary to perfect Applicable Possessory Agent (or its custodian, designee or other nominee) promptly upon, but in any event within five (5) Business Days of, receipt thereof by or on behalf of any Grantor. All such promissory notes, certificates and Instruments shall be held by or on behalf of the security interest Administrative Agent (or its custodian, designee or other nominee or the Applicable Possessory Agent) pursuant hereto and shall be delivered in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the duly executed instruments of transfer or assignment or undated stock powers executed in blank. If any Pledged Collateral of any Grantor consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Grantor shall cause the Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Administrative Agent with respect to such securities without further consent by any Grantor. If any Pledged Collateral of the Grantors consists of security entitlements, such Grantor shall transfer such security entitlements to the Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Administrative Agent without further consent by the Grantor. (ii) Within five (5) Business Days of the receipt by a Grantor of any Additional Pledged Collateral, a Pledged Collateral Addendum, duly executed by such Grantor, shall be attached hereto as delivered to the Administrative Agent in respect of the Additional Pledged Collateral that must be pledged pursuant to this Agreement and the other Loan Documents. Each Pledged Collateral Addendum shall upon execution and delivery thereof constitute part of Schedule II and made a part hereof; provided that failure hereto. Each Grantor hereby authorizes the Administrative 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 Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent) shall for all purposes hereunder constitute Pledged Collateral and such schedule hereto Grantor shall not affect be deemed upon delivery thereof to have made the validity 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 partial or total liquidation or dissolution, such pledge Grantor shall receive such stock certificate, promissory note, Instrument, option, right, payment or distribution in trust for the benefit of the Administrative Agent, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent), in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent) as Pledged Collateral and as further collateral security for the Secured Obligations. (ii) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified the applicable Grantor of the Administrative 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 Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent), in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Administrative Agent (or its custodian, nominee or other designee or the Applicable Possessory Agent) as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Obligor that has pledged Pledged Collateral hereunder agrees promptly to deliver or cause to be delivered to the Collateral Agent, for Agent (or the ratable benefit of First Lien Collateral Agent as such and as gratuitous bailee under the Notes Secured Parties, Junior Lien Intercreditor Agreement) any and all certificates evidencing Pledged Stock Collateral, if any (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title and reasonably satisfactory to the Collateral Agent 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 composing part of promptly (and in any event within ten (10) Business Days or such later date as the Pledged Collateral delivered pursuant to Required Lenders reasonably agree (it being understood that if approved by the terms of this Agreement First Lien Required Lenders, it 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 deemed approved by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments Required Lenders)) after the acquisition of additional Equity Interests in respect of uncertificated securities) as the Collateral Agent may reasonably requestany Pledged Collateral. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. Each Obligor acknowledges and agrees that (i) solely to the 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 UCC and is governed by Article 8 of the UCC, such interest shall be certificated and such certificate shall be delivered to the Collateral Agent in accordance with this Section 5.04 and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly Pursuant to deliver the Amended and Restated Securities Account Control Agreement, a certificate or cause certificates, bearing applicable securities law legends, currently representing each Pledgee’s Pledged Shares, has previously been delivered to the Custodian, for deposit into the Accounts (as defined therein) prior to the execution and delivery of this Agreement. Pursuant to the Securities Purchase Agreement and the Cash Collateral Account Control Agreement, the Cash Collateral, currently representing each Pledgee’s Cash Collateral, shall be delivered to the Cash Collateral AgentCustodian, for deposit into the ratable benefit Cash Collateral Account, concurrently with or prior to the execution and delivery of this Agreement. In connection with the foregoing, the Pledgor shall take all actions necessary, including causing the issuance of any necessary legal opinions, to cause AVII to issue the Pledged Shares in the name of the Notes Secured PartiesCustodian, any and all Pledged Stock (subject on behalf of the Pledgees, or payable to or to the Intercreditor 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 and the Cash Collateral Custodian, as applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement) , as applicable, for deposit into the 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 Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, and shall be delivered in suitable form for transfer by delivery 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 and all Pledged Debt Securities Collateral consists of uncertificated securities, the Pledgor shall cause the Custodian or the Cash Collateral Custodian, as applicable, on behalf of the Pledgees, to become the registered holder thereof, or, to the extent practicable, cause AVII to agree that it will comply with instructions originated by the Custodian, on behalf of the Pledgees, with respect to such securities without further consent by the Pledgor. If any Pledged SecuritiesCollateral consists of security entitlements, in the case Pledgor shall transfer such security entitlements to the Custodian or the Cash Collateral Custodian, as applicable, on behalf of promissory notes the Pledgees. The Pledgor further agrees to execute such other documents and to take such other actions as the Custodian or other instruments evidencing Indebtednessthe Cash Collateral Custodian, are required as applicable, or any Pledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be delivered pursuant created hereunder, to paragraph (b) effect the foregoing and to permit the Custodian or the Cash Collateral Custodian, as applicable, and each Pledgee to exercise any of this Section 3.02its rights and remedies hereunder. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to such Pledgor by Collateral, any Person to be evidenced by (i) stock certificate (including, without limitation, any certificate representing a duly executed 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 that is pledged 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, dividend, interest, right, property, payment or distribution constituting Pledged Collateral shall be, and shall forthwith be delivered to the Custodian or the Cash Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powersCustodian, as applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, for deposit pro rata into the Accounts to hold as Pledged Collateral and shall, 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 Custodian or the Cash Collateral Custodian, as applicable, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank blank, to be deposited in the Accounts and held by the Custodian or other instruments of transfer sufficient to transfer title to the Cash Collateral Agent and by such other instruments and documents Custodian, as applicable, for the Collateral Agent may reasonably request and (ii) all other property composing part benefit of the Pledgees as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or cause to the Foreign Pledged Securities (collectively, the "Pledged Securities")shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, together with any and all Pledged Stock (subject necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in on or prior to the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) execution and delivery of this Section 3.02. (b) Each 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 will cause any Material Pledged Debt Securities owed from time to such Pledgor by any Person to be evidenced by a duly executed promissory note that is time are hereby pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect Agent. Within ten (10) Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment any Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Schedule II hereto (including issuer acknowledgments a "Pledge Amendment") shall be delivered to the Agent, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich are to be pledged pursuant to this Agreement. Each delivery Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities shall be accompanied by and (ii) to constitute a separate schedule describing to this Agreement in case the securities, which schedule shall be attached hereto as Schedule II and made a part hereofAdditional Collateral consists of Domestic Pledged Securities; provided that failure to attach in either case the absence of any such schedule hereto Pledge Amendment shall not affect in any way effect the validity of such the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Securities. Each schedule so delivered 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 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 supplement receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with any prior schedules so deliverednecessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank, to be held by the Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to a Senior Collateral Agent (or, after the Discharge of Priority Lien Obligations, the Collateral Agent, for the ratable benefit of the Notes Secured Parties, ) any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent Securities, unless such Pledged SecuritiesSecurities have previously been delivered to a Senior Collateral Agent (or, in after the case Discharge of promissory notes or other instruments evidencing IndebtednessPriority Lien Obligations, are required to be delivered pursuant to paragraph (b) of this Section 3.02the Collateral Agent). (b) Each Pledgor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to a Senior Collateral Agent (or, after the Discharge of Priority Lien Obligations, the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, ) pursuant to the terms hereof. ; provided that no promissory note shall be necessary in the case of Indebtedness owing by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to any other Restricted Subsidiary or to the Company so long as such Indebtedness, if ever represented by a promissory note, is pledged pursuant to this Agreement. Notwithstanding the foregoing, all Indebtedness of Subsidiaries (cother than Restricted Subsidiaries) Upon delivery and third parties that is owing to the Company or any Restricted Subsidiary shall be pledged pursuant to this Agreement and a Senior Collateral Agent (or, after the Discharge of Priority Lien Obligations, the Collateral Agent) shall have received all such promissory notes, if any, together with instruments of transfer with respect thereto endorsed in blank within ten days after the Closing Date; provided, that if after ten days following the Closing Date, a promissory note which evidences such Indebtedness is created or found, such promissory note will be pledged to a Senior Collateral Agent (i) any Pledged Securities required to be delivered pursuant to or, after the foregoing paragraphs (a) and (b) Discharge of Priority Lien Obligations, the Collateral Agent), as set forth in this paragraph. For purposes of this Section 3.02 (other than 3.02(b) only, the Intercompany Note) term "Restricted Subsidiary" shall be accompanied by stock powers or note powers, as applicable, duly executed have the meaning ascribed thereto in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCredit Agreements.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Loan Agreement (the "Additional Collateral") shall be accompanied delivered to the extent necessary to perfect Agent promptly upon the security interest 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 Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause or direct each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee ), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 5 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 Schedule III hereto (a "Pledge Amendment") shall be attached hereto delivered to the Agent, in respect of the Additional Collateral to be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as Schedule II and made a part hereof; provided that failure the case may be. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such schedule hereto Pledgor shall not affect be deemed upon delivery thereof to have made the validity representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If any 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), 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 pledge dividends permitted to be retained by such 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent in accordance with the terms hereof, shall segregate it from such Pledgor's other property and shall deliver it by customary means of delivery forthwith to the Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent for the benefit of the Lenders as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ai) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 Financing Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon, but in any event within ten (10) Business Days of, 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 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 agrees promptly shall cause the Collateral Agent (or its designated custodian or nominee) to deliver 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 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. (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 Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any such Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 hereof with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each Unless otherwise permitted under the Financing Agreement, if any Pledgor will cause shall receive, by virtue of such Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a duly executed 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 that is pledged 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 delivered shall deliver it forthwith to the Collateral Agent, including in the Intercompany Noteexact form received, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Subject to the Intercreditor Agreement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Noteholder Representative any and all Pledged Stock Securities (i) on the Closing Date (subject to Section 5.13 of the Intercreditor Purchase Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities), in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the Closing Date, are required to be delivered and (ii) within the later of (x) 60 days following the acquisition thereof by such Grantor and (y) the next date of delivery of financial statements pursuant to paragraph Section 5.01(a) or (b) of this Section 3.02the Purchase Agreement, or such longer period as the Noteholder Representative (acting at the direction of the Required Noteholders) may permit in its reasonable discretion, in the case of any such Pledged Securities acquired by such Grantor after the Closing Date. (b) Each Pledgor Subject to the Intercreditor Agreement, and within the time period set forth in clause (a) above, each Grantor will cause (i) all Indebtedness for borrowed money of any Material Pledged Debt Securities owed to such Pledgor Grantor by any Person person constituting Pledged Collateral (other than (i) intercompany indebtedness between or among Note Parties and (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) in excess of $20,000,000, to be evidenced by a duly executed the Global Intercompany Note or one or more standalone promissory note that is pledged and notes, (ii) the Global Intercompany Note to be delivered to the Noteholder Representative pursuant to the terms hereof and (iii) any intercompany Indebtedness constituting Pledged Collateral Agent, including not evidenced by the Global Intercompany Note, for Note but instead evidenced by a separate intercompany promissory note having a principal amount exceeding $20,000,000 that is owing to a Grantor to be delivered to the ratable benefit Noteholder Representative pursuant to the terms hereof along with proper powers and instruments of the Notes Secured Parties, transfer pursuant to the terms hereof. (c) Upon delivery to the Collateral AgentNoteholder Representative within the time period set forth in clause (a) above, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent Noteholder Representative and by such other instruments and documents as the Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) may reasonably request and (ii) all other tangible property composing comprising part of the Pledged Collateral to be delivered pursuant to the terms of this Agreement Section 3.02 shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper undated instruments of assignment duly executed by the applicable Pledgor Grantor in blank and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied (or promptly followed) by a schedule describing the securitiesPledged Securities so delivered, which schedule shall be attached hereto as deemed to supplement Schedule II and to be attached and made a part hereof; , provided that failure to attach provide any such schedule hereto or any error therein shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all certificates, instruments or other documents representing or evidencing Pledged Stock (subject to the Intercreditor Agreement) issued by a Subsidiary and any and all Pledged Debt Securities to the extent such Pledged Securities, Stock having an individual value in the case excess of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02$250,000. (b) Each Pledgor will Grantor agrees promptly to deliver or cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral AgentAgent any and all certificates, including the Intercompany Note, for the ratable benefit instruments or other documents representing or evidencing Pledged Debt Securities issued by a Subsidiary and Pledged Debt Securities having an individual value in excess of the Notes Secured Parties, pursuant to the terms hereof$250,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title to the Collateral Agent duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestGrantor. Each delivery of any certificate, instrument or document representing or evidencing 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 such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) At any time after the Discharge of Credit Agreement Obligations, the requirement to promptly deliver the certificates, instruments and other documents referred to in the preceding paragraphs of this Section 2.02 may be satisfied by delivering any such certificates, instruments and other documents with respect to Pledged Securities issued or obtained during any fiscal quarter of the Borrower at the time of the delivery of financial statements for such quarters pursuant to any First Lien Credit Document; provided that the Collateral Agent may request prompt delivery of the certificates, instruments and other documents referred to in the preceding paragraphs of this Section 2.02 at its sole discretion.

Delivery of the Pledged Collateral. (a) Each Pledgor Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, each Grantor agrees to promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock Securities (subject to the Intercreditor Agreementother than any uncertificated securities, but only for so long as such securities remain uncertificated) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.022.02. (b) Each Pledgor Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, each Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money having an aggregate principal amount in excess of $5,000,000 owed to such Pledgor Grantor by any Person to be that is evidenced by a duly executed promissory note that is to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Financing Agreement (the "Additional Collateral") shall be accompanied delivered to the extent necessary to perfect Agent promptly upon, but in any event within five (5) days of, receipt thereof by or on behalf of any of the security interest Pledgors. All such promissory notes, 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 allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Pledgor shall cause the 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 Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the 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 Agent without further consent by such Pledgor. If no Event of Default has occurred and is continuing, any Pledged Debt held by the Agent in respect of a Project or new project developed in accordance with the Terms of the Loan Documents shall be attached returned to the applicable Loan Party within two (2) Business Days from the date such Loan Party notifies the Agent that an amendment to such Pledge Debt is to be made it being understood that such Loan Party shall, promptly, but in any event, within two (2) Business Days of receipt thereof, provide the amended Pledged Debt to the Agent. It is understood that if any Excluded Debt shall no longer be properly classified as Excluded Debt (because the grant of a security interest therein would no longer subject a secured party to licensing requirements or other review, approval of consent requirements under tribal compacts or by any other Indian gaming authority) than such Excluded Debt shall be automatically reclassified as Pledged Debt and delivered in accordance with the terms hereof. (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 as Schedule II (a "Pledge Amendment"), shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.Financing

Delivery of the Pledged Collateral. (a) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within 10 Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within 10 Business Days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional Collateral which are to be pledged pursuant to this Agreement and the Financing 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any the Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares (if any) shall be delivered to the Collateral AgentPledgee, for the ratable benefit of itself and the Notes Secured PartiesNoteholders, any and all Pledged Stock (subject on or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany NotePledgee, for the ratable benefit of itself and the Notes Secured PartiesNoteholders, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement and the other Transaction Documents (the "Additional Collateral"), shall be accompanied delivered to the extent necessary Pledgee promptly upon receipt thereof by or on behalf of any of the Pledgors. All such certificates and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be delivered to perfect the security interest Pledgee in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated powers executed in blank, all in form and substance satisfactory to the Pledgee. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, upon the occurrence and continuation of an Event of Default under the Notes, such Pledgor shall cause the Pledgee (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 Pledgee with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall collaterally assign such security entitlements to the Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee without further consent by such Pledgor, in each case, upon the occurrence and continuation of an Event of Default. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, Pledgee shall, upon written request from any Pledgor, promptly return to such Pledgor any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to enable such Pledgor to take any action to collect or enforce any performance or the payment of amounts due under such promissory note(s) and/or other instrument(s). (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 Exhibit A hereto (a "Pledge Amendment") shall be attached hereto as delivered to the Pledgee, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Notes. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule II and made a part hereof; provided that failure I hereto. Each Pledgor hereby authorizes the Pledgee 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 Pledgee 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 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), 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 schedule hereto 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, such Pledgor shall not affect receive such stock certificate, instrument, option, right, payment or distribution in trust for the validity benefit of the Pledgee, shall segregate it from such pledge Pledgor's other property and shall deliver it forthwith to the Pledgee, for the benefit of itself and the Noteholders, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Pledgee as Pledged Collateral and as further collateral security for the Obligations. (c) True, correct and complete copies of the limited liability company agreement and the certificate of formation of each Issuer that is a limited liability company have been delivered to Pledgee, for the benefit of itself and the Noteholders, on or prior to the execution and delivery of this Agreement. There are and shall be no other agreements governing the formation, organization or terms of the membership interests with respect to any such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredIssuer.

Delivery of the Pledged Collateral. (a) Each Within five business days following the receipt of notice from the Collateral Agent that the aggregate value of the Pledged Shares is less than US$5,000,000, the Pledgor agrees shall deliver additional shares of Common Stock of the Company (“Additional Pledged Shares”) to the Collateral Agent in accordance with the terms of this Section 4 such that the aggregate value of the Pledged Shares (taking into account the fair market value of such Additional Pledged Shares) shall be no less than US$5,000,000. (b) All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent or prior to 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 Collateral Agent pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to deliver 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, 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 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. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes Additional Collateral which is or other instruments evidencing Indebtedness, are required to be delivered pledged pursuant to paragraph (b) 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 3.026 with respect to such Additional Collateral. (bd) Each If the Pledgor will cause shall receive, by virtue of the Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor’s other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor 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 Administrative Agent, for the ratable benefit of the Notes Secured Partiestogether with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Shares, any and all Pledged Stock (subject on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pledged to the Administrative Agent pursuant to paragraph the terms of the Credit Agreement (bthe "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 III hereto (a "Pledge Amendment") shall be delivered to the Administrative Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Credit Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Administrative 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 Administrative 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 3.025 with respect to such Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAdministrative Agent, pursuant shall segregate it from the Pledgor's other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to Administrative Agent in the Collateral Agentexact form received, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, stock transfer forms duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Administrative Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pledged to the Administrative Agent pursuant to paragraph the terms hereof (bthe “Additional Collateral”) shall be delivered to the Administrative 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 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 or undated stock powers executed in blank, all in form and substance satisfactory to the Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Administrative Agent (or its 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 Administrative Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Administrative 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 Administrative- Agent without further consent by such Pledgor. (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 Administrative Agent in respect of the Additional Collateral to 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 Administrative 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 Administrative 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 3.025 with respect to such Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAdministrative Agent, pursuant shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) in the exact form received, with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit The fair market value of the Notes Pledged Shares held by the Secured PartiesParty as of any time of determination shall equal the product of (i) the aggregate number of Common Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest volume weighted average prices of the Common Shares during the five (5) Trading Day period immediately prior to such time of determination, any and all Pledged Stock divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the Intercreditor Agreement“Pledged Share Value”) and any shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and all payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Debt Securities Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) terms of this Section 3.024 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) Each In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor will cause any Material shall deliver to the Secured Party as of date hereof a certificate with respect to the Pledged Debt Securities owed to such Pledgor by any Person Shares to be evidenced initially held by a duly executed 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 note that is pledged notes, certificates and delivered instruments constituting Pledged Collateral from time to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities time or required to be delivered pursuant pledged to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Secured Party pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to the 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 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 extent necessary to perfect the security interest in or allow realization on the Secured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by proper instruments 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 assignment securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to the Secured Party (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to the Secured Party, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich 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. Each delivery of The Pledgor hereby authorizes the Secured Party to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a schedule describing 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 securitiesPledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, which schedule 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 be attached hereto as Schedule II hold such Distribution Collateral in trust for the benefit of the Secured Party, shall segregate it from the Pledgor’s other property and made a part hereof; provided that failure to attach any such schedule hereto shall not affect deliver the validity applicable Secured Party Pro Rata Amount of such pledge 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 the Secured Party as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, for the ratable benefit of the Notes Secured Parties, ) any and all Pledged Stock Securities (subject to i) (A) of the Intercreditor AgreementCompany, the Issuers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and any and (B) all Pledged Debt Securities to the extent such other Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date (or such later date as, prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent may reasonably request) in each case, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the date hereof, are required to be delivered pursuant to paragraph and (bii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of this Section 3.02. (b) Each Pledgor any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Pledgor Grantor by Holdings, the Company, an Issuer or any Person of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, ) pursuant to the terms hereof. (c) . Upon delivery to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request duly executed in blank and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock Securities (subject other than Equity Interests of any Immaterial Subsidiary that is not a Loan Party) (i) as promptly as practicable after the Effective Date, and in any event within the time specified in Schedule 5.16 to the Intercreditor Agreement) and any and all Pledged Debt Securities to Credit Agreement (or such later date as the extent such Pledged SecuritiesCollateral Agent may reasonably agree), in the case of promissory notes any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within sixty (60) days or other instruments evidencing Indebtednesssuch later date as the Collateral Agent reasonably agrees) after the acquisition thereof, are required to be delivered pursuant to paragraph (b) in the case of this Section 3.02any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by Holdings, the Borrower or any Person Subsidiary in a principal amount in excess of $2,500,000 individually to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Pledgee contemporaneously with or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral AgentPledgee, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Settlement Agreement (the “Additional Collateral”), shall be delivered to the Pledgee promptly upon, but in any event within five (5) days of, receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Pledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Pledgee (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 proper instruments the Pledgee with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment security entitlements, the Pledgor shall transfer such security entitlements to the Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee 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 applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to the Pledgee in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestthat must be pledged pursuant to this Agreement and the Settlement Agreement. Each The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Pledgee shall for all purposes hereunder constitute Pledged Securities Collateral and such Pledgor shall be accompanied by a schedule describing deemed upon delivery thereof to have made the securities, which schedule shall be attached hereto as Schedule II representations and made a part hereof; provided that failure warranties set forth in Section 5 hereof with respect to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (a) Each With respect to certificates evidencing any Material Pledged Stock in existence on the Closing Date, each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all such certificates on the Closing Date or as otherwise specified on Schedule 5.13 of the Credit Agreement. With respect to any certificates evidencing any Material Pledged Stock (subject hereafter owned or acquired, each Pledgor agrees to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes deliver or other instruments evidencing Indebtedness, are required cause to be delivered pursuant to paragraph the Collateral Agent, for the benefit of the Secured Parties, as promptly as possible, but in any event, within sixty (b60) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion) of this Section 3.02such Pledgor acquiring rights therein, such certificates. With respect to Material Pledged Stock that are Uncertificated Securities in existence on the Closing Date, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, an Issuer Control Agreement with respect to such Material Pledged Stock on the Closing Date or as otherwise specified on Schedule 5.13 of the Credit Agreement. With respect to Material Pledged Stock that are Uncertificated Securities hereafter owned or acquired, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, as promptly as possible, but in any event, within sixty (60) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion) of such Pledgor acquiring rights therein, an Issuer Control Agreement with respect to such Material Pledged Stock. (b) Each Pledgor will cause To the extent any Indebtedness constituting Material Pledged Debt Securities (other than (i) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Parent Borrower and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such any Pledgor by any Person to be is evidenced by a duly executed promissory note that is or other instrument (a “Specified Pledged Debt Instrument”), such Pledgor shall cause such promissory note or instrument to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereofhereof and in accordance with the timing requirements set forth in paragraph (c) of this SECTION 2.02. (c) With respect to any Specified Pledged Debt Instrument in existence on the Closing Date, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, on the Closing Date or as otherwise specified on Schedule 5.13 of the Credit Agreement (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion), such Specified Pledged Debt Instrument. With respect to any Specified Pledged Debt Instrument hereafter owned or acquired, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, as promptly as possible, but in any event, within sixty (60) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion) of such Pledgor acquiring rights therein, such Specified Pledged Debt Instruments. (d) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a), (b) and (bc) of this Section 3.02 (other than the Intercompany Note) SECTION 2.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request Agent, and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestPledgor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II (or a supplement or amendment to Schedule II, as applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement or amend any prior schedules so delivered. (e) Without limiting the obligations of the Pledgors under SECTION 2.02(a), (b), (c) and (d), until such time as the Pledged Securities are delivered to the Collateral Agent, each Pledgor agrees that the Pledgors are holding the Pledged Securities (including, without limitation, the Pledged Securities described on Schedule II) on behalf of and for the benefit of the Collateral Agent, for all purposes of the PPSA.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to On the Closing Date (in the case of any Grantor that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, the Borrower, a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes applicable Secured Parties, any and all Pledged Stock Securities (subject other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated); provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to the Intercreditor Agreement) and any and all Pledged Debt Securities be delivered to the extent the face amount of any such Instrument or Promissory Note equals or exceeds $5,000,000 individually. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall deliver or cause to be delivered to the Collateral Agent such Pledged Securities, in Security as Collateral within the case later to occur of promissory notes (i) thirty (30) calendar days following the date on which such assets are acquired or other instruments evidencing Indebtedness, are (ii) the earlier of (x) the date on which the next Compliance Certificate is required to be delivered pursuant to paragraph (bSection 6.02(a) of this Section 3.02the Credit Agreement following such event and (y) the date which is forty-five (45) calendar days after the end of the most recently ended fiscal quarter of Parent (or such later date as may be acceptable to the Administrative Agent in its discretion); provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent the face amount of any such Instrument or Promissory Note equals or exceeds $5,000,000 individually. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof[Reserved]. (c) Upon delivery to the Collateral Agent, (i) any certificate or Promissory Note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) Collateral shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly-executed in blank reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestAgent. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be attached hereto deemed to supplement Schedule 6 and/or Term Loan Security Agreement Schedule I of the Perfection Certificate, as Schedule II applicable and be made a part hereofthereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion). (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Pledgor 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 Administrative Agent, for the ratable benefit of the Notes Secured Parties, together with any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary indorsement and/or appropriate stock powers or note powers, as applicable, transfer form duly executed in blank with respect to such Pledged Shares, on or other instruments of transfer sufficient to transfer title prior to the Collateral Agent execution and by such delivery of this Agreement. All other promissory notes, certificates and instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the constituting Pledged Collateral delivered from time to time or required to be pledged to the Administrative Agent pursuant to the terms of this the Credit Agreement (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 extent necessary to perfect Administrative Agent. Within 10 Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment the Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Schedule III hereto (including issuer acknowledgments a "Pledge Amendment") shall be delivered to the Administrative Agent, in respect of uncertificated securities) as the Additional Collateral 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 Schedules I and II hereto. The Pledgor hereby authorizes the Administrative Agent may reasonably request. Each delivery of 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 Administrative Agent shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied by a schedule describing deemed upon delivery thereof to have made the securities, which schedule shall be attached hereto as Schedule II representations and made a part hereof; provided that failure warranties set forth in Section 5 with respect to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by any Person to be (other than a Loan Party) which is (A) in excess of $2,000,000 and (B) evidenced by a duly executed promissory note that is to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent or prior to 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 Collateral Agent pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the "Additional Collateral") 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 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 agrees promptly shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to deliver 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 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 and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), 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, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes Additional Collateral which is or other instruments evidencing Indebtedness, are required to be delivered pledged pursuant to paragraph (b) this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Such 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 such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed 6 with respect to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Additional Collateral Agent, including the Intercompany Note, for the ratable benefit as of the Notes Secured Parties, pursuant to date of the terms hereofPledge Agreement. (c) Upon delivery If such 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 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, 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) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) shall segregate it from such Pledgor’s other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares 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 or required to be pledged to the Collateral Agent pursuant to the terms of the Amended and Restated Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within 10 --------------------- Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within 10 Business Days of the receipt by Pledgor agrees promptly to deliver or cause to of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") ---------------- shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured PartiesAdditional Collateral which are to be pledged pursuant to this Agreement and the Amended and Restated Financing 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 and all Pledged Stock (subject Pledge Amendment delivered to the Intercreditor Agreement) Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and any the Pledgor shall be deemed upon delivery thereof to have made the representations and all Pledged Debt Securities warranties set forth in Section 5 with respect to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pledged to the Agent pursuant to paragraph the terms hereof (bthe "Additional Collateral") shall be delivered to the 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 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 Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (or its custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that, upon written notice from the Agent, it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that, upon written notice from Agent, it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 10 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 Agent in respect of the Additional Collateral to 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 Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of such Pledgor's being or having been an owner of any Material Pledged Debt Securities owed 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 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, in each case except for such distributions permitted to be retained by such Pledgor by any Person pursuant to be evidenced by a duly executed Section 7 hereof, such Pledgor shall receive such stock certificate, promissory note that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAgent, pursuant shall segregate it from such Pledgor's other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) in the exact form received, with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Loan Agreement (the "ADDITIONAL COLLATERAL") shall be accompanied delivered to the extent necessary to perfect Agent promptly upon the security interest receipt thereof by or on behalf of a Pledgor. All such promissory notes, 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 allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule the relevant Pledgor shall cause the 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 Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the 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 Agent without further consent by such Pledgor. (ii) Within 5 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 Schedule III hereto (a "PLEDGE AMENDMENT") shall be attached hereto delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as Schedule II and made a part hereof; provided that failure the case may be. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such schedule hereto Pledgor shall not affect be deemed upon delivery thereof to have made the validity representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If any 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), 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 pledge dividends permitted to be retained by a 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from such 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 duly executed in blank, to be held by the Agent for the benefit of the Lenders as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees Subject to the Pari Passu Intercreditor Agreement, each Grantor will promptly deliver to deliver the Notes Collateral Agent (or cause its non-fiduciary agent or designee) upon execution of this Agreement or issuance to or acquisition by such Grantor of any applicable certificates or instruments after the Issue Date, as applicable, all certificates or instruments, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates evidence certificated securities, together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note) (other than any promissory note in an aggregate principal amount of less than $20,000,000 owed to the applicable Grantor by any Person), such note or instrument (other than checks received in the ordinary course of business) shall be promptly delivered to the Notes Collateral Agent, for the ratable benefit of the Notes Noteholder Secured Parties, any together with an undated instrument of transfer duly executed in blank and all Pledged Stock (subject in a manner reasonably satisfactory to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Notes Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Notes Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request duly executed in blank and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II hereto and be made a part hereof; provided provided, that failure to attach provide any such schedule hereto shall not be a Default nor shall it affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each The Market Price (as defined in the Notes) of the Pledged Shares, as determined by the Collateral Agent in its sole discretion based on the thirty (30) day Volume Weighted Average (as defined in the Notes) of the Common Stock for the thirty (30) Trading Days (as defined in the Notes) immediately preceding the 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 agrees shall, within five business days following the receipt of notice from the Collateral Agent 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 (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Notes. (b) All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent or prior to 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 Collateral Agent pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to deliver 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, 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 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. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes Additional Collateral which is or other instruments evidencing Indebtedness, are required to be delivered pledged pursuant to paragraph (b) 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 3.026 with respect to such Additional Collateral. (bd) Each If the Pledgor will cause shall receive, by virtue of the Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, including shall segregate it from the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) Pledgor’s other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each All other Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement or the Securities Purchase Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly 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, 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 agrees promptly shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to deliver 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 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, for the ratable benefit in respect of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes Additional Collateral which is or other instruments evidencing Indebtedness, are required to be delivered pledged pursuant to paragraph (b) this Agreement and the Securities Purchase 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 the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed 5 with respect to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereofAdditional 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, (i) any Pledged Securities required to be delivered pursuant to shall segregate it from the foregoing paragraphs (a) Pledgor's other property and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title deliver it forthwith to the Collateral Agent and in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the as Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing such Pledgor's Pledged Debt and all certificates currently representing such Pledgor's Pledged Shares shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting such Pledgor's Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pledged to the Agent pursuant to paragraph the terms of the Loan Agreement (bthe "Additional Collateral") shall be delivered to the Agent within ten (10) days of receipt thereof by or on behalf of such Pledgor. All such promissory notes, certificates and instruments shall be held by the Agent or by a third party on behalf of the Agent pursuant hereto, and, if held by a third party, shall be subject to an "authenticated" record (within the meaning of the Code) in which such third party acknowledges that it is holding such Pledged Collateral for the benefit of Agent, 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 ten (10) days of the receipt by any Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of such Pledgor's Additional Collateral which is to be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If any Pledgor will cause shall receive, by virtue of its being or having been an owner of any Material Pledged Debt Securities owed 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 by any Person pursuant to be evidenced by Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAgent, pursuant shall segregate it from such Pledgor's other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to Agent in the Collateral Agentexact form received, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or The Grantor will cause to be delivered to the Collateral Interim Security Agent, for the ratable benefit of the Notes Secured Partiesfollowing a request therefrom at any time while an Enforcement Event is continuing, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged SecuritiesSecurities within ninety (90) days (or such later date as the Interim Security Agent agrees in its reasonable discretion) after the acquisition thereof. Notwithstanding the foregoing, in the case Pledged Securities representing Equity Interests of promissory notes Immaterial Subsidiaries or persons (other instruments evidencing Indebtedness, than Obligors) that are not Subsidiaries shall not be required to be delivered pursuant to paragraph (b) of this Section 3.02delivered. (b) Each Pledgor The Grantor will cause any Material Pledged Debt Securities indebtedness for borrowed money owed to such Pledgor Grantor by the Borrower or any Person to be Subsidiary in a principal amount of $25,000,000 or more that is evidenced by a duly executed promissory note that is pledged and to be delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Interim Security Agent pursuant to the terms hereof, following a request therefrom at any time while an Enforcement Event is continuing, any such indebtedness, within ninety (90) days (or such later date as the Interim Security Agent agrees in its reasonable discretion) after the acquisition thereof. (c) Upon delivery to the Collateral Interim Security Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Interim Security Agent and by such other instruments and documents as the Collateral Interim Security Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Interim Security Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II I and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Grantor will cause (i) any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by the Parent or any Person subsidiary to be evidenced by a duly executed promissory note (except as otherwise provided pursuant to the Collateral Requirement) that is pledged and delivered to the Collateral Agent, including Agent pursuant to the Intercompany Note, terms hereof and (ii) any Indebtedness for borrowed money in an aggregate principal amount exceeding $15,000,000 owed to such Grantor by any other Person that is not the ratable benefit of Parent or a subsidiary that is evidenced by a promissory note to be pledged and delivered to the Notes Secured Parties, Collateral Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit The fair market value of the Notes Pledged Shares held by any Secured PartiesParty as of any time of determination shall equal the product of (i) the aggregate number of Ordinary Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Ordinary Shares during the five (5) Trading Day period immediately prior to such time of determination, any and all Pledged Stock divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the Intercreditor Agreement“Pledged Share Value”) and any shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and all payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Debt Securities Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) terms of this Section 3.024 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) Each In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor will cause any Material shall deliver to each of the Secured Parties as of date hereof a share certificate evidencing the Pledged Debt Securities owed to such Shares in the name of the Pledgor by any Person to be evidenced initially held by a duly executed 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 note that is pledged notes, certificates and delivered instruments constituting Pledged Collateral from time to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities time or required to be delivered pursuant pledged to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by proper instruments the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich 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. Each delivery of The Pledgor hereby authorizes each Secured Party to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a schedule describing 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 securitiesPledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, which schedule 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 be attached hereto as Schedule II hold such Distribution Collateral in trust for the benefit of the Secured Parties, shall segregate it from the Pledgor’s other property and made a part hereof; provided that failure to attach any such schedule hereto shall not affect deliver the validity applicable Secured Party Pro Rata Amount of such pledge Distribution Collateral forthwith to each 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 each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. (e) So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended _____, 20__, if both (x) the number of Ordinary Shares issuable pursuant to the Notes and Warrants then outstanding of a Secured Party is less than the number of Pledge Shares then held by such Secured Party and (y) the Pledged Share Value of the Pledged Shares held by such Secured Party exceeds 110% of the Secured Obligations of such Pledged Securities. Each schedule so delivered Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall supplement any prior schedules so deliveredrelease such number of Pledge Shares to the Pledgor equal to the difference of (A) the number of Pledge Shares then held by such Secured Party and (B) the number of Ordinary Shares issuable pursuant to the Notes and Warrants then outstanding of such Secured Party.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for Agent (i) within ten (10) days after the ratable benefit of the Notes Secured Partiesdate Grantor becomes party to this Agreement, any certificates representing or evidencing Pledged Securities constituting certificated securities owned by such Grantor on the date such Grantor becomes party to this Agreement, and all (ii) promptly (and in any event within thirty (30) days after the acquisition thereof by the applicable Grantor or such longer period agreed to by the Collateral Agent in its reasonable discretion) after the acquisition thereof, any certificates representing or evidencing Pledged Stock (subject Collateral acquired by such Grantor after the date such Grantor becomes party to the Intercreditor this Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause Except as otherwise addressed in Section 3.03(b) herein, promptly (and in any Material Pledged Debt Securities owed event within thirty (30) days after the acquisition thereof by the applicable Grantor or such longer period agreed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral AgentAgent in its reasonable discretion), including after the Intercompany Note, for the ratable benefit later of the Notes Secured Parties, pursuant to the terms hereof.(x) receipt thereof by such (c) Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered to the Collateral Agent pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) Agreement shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral required to be delivered to the Collateral Agent pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor Grantor and such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities required to be delivered to the Collateral Agent pursuant to this Agreement shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule III hereto as Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all certificates, instruments or other documents representing or evidencing Pledged Stock Securities issued by a Subsidiary and Pledged Securities having an individual value in excess of $250,000. (subject b) Each Grantor agrees promptly to deliver or cause to be delivered to the Intercreditor Agreement) and Collateral Agent any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material issued by a Subsidiary and Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit having an individual value in excess of the Notes Secured Parties, pursuant to the terms hereof$250,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title 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 composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) 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 such 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 Collateral Agent shall be held by the Collateral Agent as gratuitous bailee for the Second Lien Secured Parties (as defined in the Intercreditor Agreement) solely for the purpose of perfecting the security interest therein granted under the Second Lien Guarantee and Collateral Agreement.

Delivery of the Pledged Collateral. (a) Each Pledgor of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all tangible Pledged Stock Collateral (subject to other than (i) checks received for deposit or collection in the Intercreditor Agreementordinary course of business and (ii) and any and all Pledged Debt Securities to of a face or principal amount of less than $1,000,000, individually, and in any event less than $2,000,000 in the extent aggregate for all such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (bDebt) of this Section 3.02at every time owned by such Obligor promptly following its acquisition thereof. (b) Each Pledgor of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors will cause all Debt of any Material Pledged Debt Securities owed Person (including Subsidiaries and Affiliates of any such Obligor) in a principal amount of at least $1,000,000 that is owing to such Pledgor by any Person Obligor to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) Equity Interests shall be accompanied by stock undated transfer powers or note powers, as applicable, duly executed by the applicable U.S. Domiciled Obligor or Canadian Domiciled Obligor in blank or other instruments of transfer sufficient satisfactory to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing Property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Pledgor U.S. Domiciled Obligor or Canadian Domiciled Obligor in blank and by such other instruments or and documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Collateral after the date hereof shall be accompanied by a schedule describing the securitiesPledged Collateral so delivered, which schedule shall be attached hereto as to Schedule II 7.3 and made a part hereof; provided that failure to attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of such the pledge of any Pledged Collateral. (d) In respect of any Uncertificated Securities included in the Pledged Collateral (i) on request by Agent, each Canadian Domiciled Obligor shall cause the appropriate issuers of such Uncertificated Securities either to register Agent or its nominee as the registered owner of such Uncertificated Securities or xxxx their books and records with the numbers and face amounts of all such Uncertificated Securities and all rollovers and replacements therefore to reflect the Lien of Agent granted pursuant to this Agreement; and (ii) each Canadian Domiciled Obligor shall on request by the Agent consent to Agent entering into an Investment Property Control Agreement with the issuer of any such Uncertificated Securities such that Agent shall have control thereof. (e) In respect of any Security Entitlements or Securities Accounts included in the Pledged Securities. Each schedule so delivered Collateral, (i) upon the occurrence and during the continuance of an Event of Default, each Canadian Domiciled Obligor shall supplement upon request by Agent, direct the Securities Intermediary in respect of such Security Entitlements to transfer the Financial Assets to which such Security Entitlements relate to a Securities Account designated by Agent such that Agent shall become the Entitlement Holder in respect of such Financial Asset; and (ii) each Canadian Domiciled Obligor shall, upon request by Agent, consent to Agent entering into an Investment Property Control Agreement, reasonably satisfactory to Agent, with the Securities Intermediary in respect of any prior schedules so deliveredsuch Security Entitlements and Uncertificated Securities such that Agent shall have Control thereof. (f) Following the occurrence and during the continuance of an Event of Default, such Canadian Domiciled Obligor will permit any Pledged Collateral in registered form to be registered in the name of Agent or its nominee at any time at the option of Agent. (g) Such Canadian Domiciled Obligor shall not consent to: (i) the entering into by any issuer of any Uncertificated Securities included in or relating to the Pledged Collateral of an Investment Property Control Agreement in respect of such Uncertificated Securities with any Person other than Agent or its nominee; or (ii) the entering into by any Securities Intermediary for any Security Entitlements included in or relating to the Pledged Collateral of an Investment Property Control Agreement in respect of such Security Entitlements with any Person other than Agent or its nominee. (h) Such Canadian Domiciled Obligor shall not enter into any agreement with any Securities Intermediary that governs any Securities Account included in or relating to any Pledged Collateral that either (i) specifies any such Securities Intermediary's jurisdiction to be a jurisdiction other than the Province of Alberta for the purposes of the STA, (ii) specifies the laws of a jurisdiction other than the Province of Alberta as applicable to the acquisition of a Security Entitlement from such Securities Intermediary, or (iii) which is governed by the laws of a jurisdiction other than the Province of Alberta or consent to any amendment to any such agreement that would change (x) such Securities Intermediary's jurisdiction to a jurisdiction other than the Province of Alberta for the purposes of the STA, (y) the applicable law to the acquisition of a Security Entitlement from such Securities Intermediary to be the laws of a jurisdiction other than the Province of Alberta, or (z) its governing law to a jurisdiction other than the Province of Alberta.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly Guarantor has, prior to the Restructuring Date, delivered to the First Lien Collateral Agent all of the Pledged Stock owned by it on such date (with the First Lien Collateral Agent to hold same as Bailee on and after the Restructuring Date to the extent the same remains outstanding) and agrees, promptly, on and after the Restructuring Date, upon its first becoming a Guarantor hereunder or thereafter to the extent first acquiring same (or, in the case of the capital stock of CAMI on the date six months after the CA Closing Date if such stock is to constitute Pledged Stock on such date), to deliver or cause to be delivered to the Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent), for the ratable benefit benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Notes Second Lien Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities then acquired or owned by it, to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Guarantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money having an aggregate principal amount that has a Dollar Equivalent in excess of $10,000,000 (other than intercompany current liabilities incurred in the ordinary course of business) owed to such Pledgor Guarantor by any Person person to be evidenced by a duly executed promissory note that is pledged and delivered to the Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent, including the Intercompany Note), for the ratable benefit benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Notes Second Lien Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Guarantor party thereto agrees, if requested by the Collateral Agent, after the occurrence of the First Lien Termination Date, to immediately demand payment thereunder upon an Event of Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Loan Agreement. (c) Upon delivery to the Bailee or Collateral Agent, as the case may be, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Bailee or Collateral Agent Agent, as the case may be, and by such other instruments and documents as the Bailee or Collateral Agent Agent, as the case may be, may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Guarantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Bailee or Collateral Agent Agent, as the case may be, may reasonably request. Each delivery (or subsequent confirmation by a successor of the prior delivery) of Pledged Securities hereunder shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule SCHEDULE II and made a part hereofof Schedule II; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver to the Collateral Agent on the Closing Date all Pledged Securities directly owned by it on the Closing Date and with respect to any Pledged Securities issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date of acquisition thereof or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all such Pledged Stock Securities (subject other than any uncertificated securities). If any uncertificated securities subsequently become certificated such that they constitute Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date such certificates become certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Intercreditor Agreement) and Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02certificates. (b) Each Pledgor The Grantors will cause any Material Pledged Debt Securities (or, with respect to Indebtedness owed to such Pledgor any Grantor by any Person other than Parent or any of its Subsidiaries, will use reasonable best efforts to cause) any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors and Excluded Assets) 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 Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment or transfer duly executed in blank by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Administrative Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pledged to the Administrative Agent pursuant to paragraph the terms hereof (bthe “Additional Collateral”) shall be delivered to the Administrative Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such 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 or undated stock powers executed in blank, all in form and substance satisfactory to the Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Administrative Agent (or its 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 Administrative 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 Administrative 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 Administrative Agent without further consent by the Pledgor. (i) 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 Administrative Agent in respect of the Additional Collateral to be pledged pursuant to this Agreement and the Credit Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. 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 Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If the Pledgor will cause shall receive, by virtue of the Pledgor’s being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced 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 duly executed 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 that is pledged and delivered to the Collateral Agentnote, including the Intercompany Noteinstrument, option, right, payment or distribution in trust for the ratable benefit of the Notes Secured PartiesAdministrative Agent, pursuant shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) in the exact form received, with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. All certificates evidencing shares of stock [(aexcept for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated)], partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") Each Pledgor agrees promptly to deliver or cause to shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, together with any and all Pledged Stock (subject necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in on or prior to the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) execution and delivery of this Section 3.02. (b) Each 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 will cause any Material Pledged Debt Securities owed from time to such Pledgor by any Person to be evidenced by a duly executed promissory note that is time are hereby pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect Agent. Within ten (10) Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment any Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Schedule II hereto (including issuer acknowledgments a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich are to be pledged pursuant to this Agreement. Each delivery Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities shall be accompanied by and (ii) to constitute a separate schedule describing to this Agreement in case the securities, which schedule shall be attached hereto as Schedule II and made a part hereofAdditional Collateral consists of Domestic Pledged Securities; provided that failure to attach in either case the absence of any such schedule hereto Pledge Amendment shall not affect in any way effect the validity of such the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be 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.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities have been in connection with the Prior Credit Agreement or cause to shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Agent on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Credit Agreement (the “Additional Collateral”) shall be accompanied delivered to the extent necessary to perfect Agent promptly upon the security interest 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 Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing duly executed instruments of transfer or assignment or undated allonge or stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, which schedule unless the immediately following sentence is applicable thereto, such Pledgor shall, at the request of the Agent, cause the Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause or direct each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall, at the request of the Agent, transfer such security entitlements to the Agent for the benefit of the Lenders (or its custodian, nominee or other designee), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 5 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 Schedule III hereto (a “Pledge Amendment”) shall be attached hereto delivered to the Agent for the benefit of the Lenders, in respect of the Additional Collateral to be pledged pursuant to this Agreement and the Credit Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as Schedule II and made a part hereof; provided that failure the case may be. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such schedule hereto Pledgor shall not affect be deemed upon delivery thereof to have made the validity representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If any 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), 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 pledge dividends permitted to be retained by such 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent in accordance with the terms hereof, shall segregate it from such Pledgor’s other property and shall deliver it by customary means of delivery forthwith to the Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent for the benefit of the Lenders as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor 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, for the ratable benefit of the Notes Secured PartiesLender Group, any and all Pledged Stock (subject on or prior to the Intercreditor execution and delivery of this Agreement) . All other promissory notes, certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes time or other instruments evidencing Indebtedness, are required to be delivered pledged to the Agent, for the benefit of the Lender Group, pursuant to paragraph the terms hereof (bthe "Additional Collateral") shall be delivered to the Agent promptly upon receipt thereof by or on behalf of Pledgor. All such promissory notes, 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 or undated stock powers executed in blank, all in form and substance satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Pledgor shall cause the 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 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 Agent (or its designated custodian or nominee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by Pledgor. (ii) 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 Annex I hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Restated Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 with respect to such Additional Collateral. (b) Each If Pledgor will cause shall receive, by virtue of Pledgor's being or having been an owner of any Material Pledged Debt Securities owed to 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 Pledgor by any Person dividends permitted to be evidenced retained by Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a duly executed 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 that is pledged note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from Pledgor's other property and delivered shall deliver it forthwith to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured PartiesLender Group, pursuant to in the terms hereof. (c) Upon delivery to the Collateral Agentexact form received, (i) with any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by necessary endorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, Agent any and all Pledged Stock (subject to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money owed to such Pledgor Grantor by any Person to be (other than a Loan Party) which is (A) in excess of $500,000 and (B) evidenced by a duly executed promissory note that is to be pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged 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 such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to The Market Price (as defined in the Collateral AgentNotes) of the Pledged Shares held by any Secured Party, as determined by such Secured Party in its sole discretion based on the thirty (30) day Volume Weighted Average (as defined in the Notes) of the Common Stock for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock thirty (subject to the Intercreditor Agreement30) and any and all Pledged Debt Securities to the extent such Pledged Securities, Trading Days (as defined in the case Notes) immediately preceding the date of promissory notes determination (the "Pledged Share Value"), shall at all times equal or other instruments evidencing Indebtednessexceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, are required within five business days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares ("Additional Pledged Shares") to be delivered pursuant to paragraph (b) such Secured Party in accordance with the terms of this Section 3.024 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) Each In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor will cause any Material shall deliver to each of the Secured Parties as of date hereof a certificate with respect to the Pledged Debt Securities owed to such Pledgor by any Person Shares to be evidenced initially held by a duly executed 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 note that is pledged notes, certificates and delivered instruments constituting Pledged Collateral from time to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities time or required to be delivered pursuant pledged to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the "Additional Collateral") such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by proper instruments the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a "Pledge Amendment"), shall be delivered to each Secured Party, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich 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. Each delivery of The Pledgor hereby authorizes each Secured Party to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Securities Collateral and the Pledgor shall be accompanied deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a schedule describing 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 securitiesPledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, which schedule 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 be attached hereto as Schedule II hold such Distribution Collateral in trust for the benefit of the Secured Parties, shall segregate it from the Pledgor’s other property and made a part hereof; provided that failure to attach any such schedule hereto shall not affect deliver the validity applicable Secured Party Pro Rata Amount of such pledge Distribution Collateral forthwith to each Secured Party in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the each Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations. (e) So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the later to occur of (i) the final Adjustment Date (as defined in the Notes) and (ii) the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended March 31, 2010, if both (x) the number of shares of Common Stock issuable pursuant to the Notes and Warrants then outstanding of a Secured Party is less than the number of Pledge Shares then held by such Secured Party and (y) the Pledged Share Value of the Pledged Shares held by such Secured Party exceeds 110% of the Secured Obligations of such Pledged Securities. Each schedule so delivered Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall supplement any prior schedules so deliveredrelease such number of Pledge Shares to the Pledgor equal to the difference of (A) the number of Pledge Shares then held by such Secured Party and (B) the number of shares of Common Stock issuable pursuant to the Notes and Warrants then outstanding of such Secured Party.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Initial Pledged Debt and all certificates and instruments currently representing the Initial Pledged Shares shall be delivered to the Administrative Agent on or prior to the execution and delivery of this Agreement. All other promissory notes evidencing Pledged Debt and all other certificates and instruments representing Pledged Shares or other Pledged Collateral Agent, for from time to time or otherwise required to be pledged to the ratable benefit Administrative Agent pursuant to the terms of the Notes Secured Parties, any and all Pledged Stock Loan Agreement or the terms of this Agreement (subject the "Additional Collateral") shall be delivered to the Intercreditor Agreement) Administrative Agent within 5 days of receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and any 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 Pledged Debt Securities in form and substance satisfactory to the extent such Pledged SecuritiesAdministrative Agent. Within 5 days of the receipt by a Pledgor of the Additional Collateral, a Pledge Amendment (Debt), in the case of promissory notes Pledged Debt, or other instruments evidencing Indebtednessa Pledge Amendment (Stock), are required in the case of Pledged Shares, in each case duly executed by such Pledgor, shall be delivered to the Administrative Agent in respect of the Additional Collateral which is to be delivered pledged pursuant to paragraph (b) this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of this Agreement. The Pledgors hereby authorize the Administrative Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgors shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 hereof with respect to such Additional Collateral. (b) Each Pledgor If any Pledged Collateral consists of uncertificated securities, the Pledgors shall (i) cause the Administrative Agent to become the registered holder thereof, (ii) cause either the Securities Intermediary or another securities intermediary, acceptable to the Administrative Agent, to become the registered holder thereof, provided that such securities intermediary has agreed in writing that it will cause any Material Pledged Debt Securities owed comply with instructions originated by the Administrative Agent with respect to such Pledgor securities without further consent by the Pledgors, or (iii) cause each issuer of such securities to agree that it will comply with instructions originated by the Administrative Agent with respect to such securities without further consent by the Pledgors. If any Person Pledged Collateral consists of security entitlements, the Pledgors shall transfer such security entitlements to the Administrative Agent, or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Administrative Agent without further consent by the Pledgors. The Pledgors further agree to execute such other documents and to take such other actions as the Administrative Agent deems reasonably necessary or desirable to create and perfect the security interests intended to be evidenced by a duly executed promissory note that is pledged created hereunder, to effect the foregoing and delivered to permit the Collateral Agent, including the Intercompany Note, for the ratable benefit Administrative Agent to exercise any of the Notes Secured Parties, pursuant to the terms hereofits rights and remedies hereunder. (c) Upon delivery to the Collateral AgentIf a 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), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Securities required Collateral, or otherwise, (iii) dividends or other distributions payable in cash (except such dividends permitted to be delivered retained by the Pledgors 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the foregoing paragraphs (a) benefit of the Administrative Agent, shall segregate it from such Pledgor's other property and (b) of this Section 3.02 (other than shall deliver it forthwith to the Intercompany Note) shall be accompanied by Administrative Agent in the exact form received, with any necessary indorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or cause to the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, together with any and all Pledged Stock (subject necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to the Intercreditor Agreement) and any and all Pledged Debt Securities to the extent such Pledged Securities, in on or prior to the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) execution and delivery of this Section 3.02. (b) Each 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 will cause any Material Pledged Debt Securities owed from time to such Pledgor by any Person to be evidenced by a duly executed promissory note that is time are hereby pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect Agent. Within ten (10) Business Days of the security interest in or allow realization on receipt by the Pledged Collateral by proper instruments Pledgor of assignment any Additional Collateral, a Pledge Amendment, duly executed by the applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Schedule III hereto (including issuer acknowledgments a "Pledge Amendment") shall be delivered to the Agent, in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestwhich are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each delivery of Pledged Securities Pledge Amendment shall be accompanied by a schedule describing deemed to amend only the securitiesSchedules I and II to this Agreement, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach the absence of any such schedule hereto Pledge Amendment shall not affect in any way effect the validity of such the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Securities. Each schedule so delivered 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 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 supplement receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Agent, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with any prior schedules so deliverednecessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank, to be held by the Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees to deliver or cause to be delivered to the Lender any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged Securities within forty-five (45) days following the Closing Date. (b) Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject to the Intercreditor Agreement) and Lender any and all Pledged Debt Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral AgentLender, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers undated stock, membership or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title reasonably satisfactory to the Collateral Agent Lender (provided, however, that the Lender must act reasonably with respect to such request(s)) and duly executed in blank and by such other instruments and documents as the Collateral Agent Lender may reasonably request and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed by the applicable Pledgor Grantor in blank and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent Lender may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, 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 such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. The delivery obligations contained in this Agreement, including but not limited to this Section 2.02, are expressly subject to the limitations in Section 5.18 of this Agreement.

Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to All promissory notes currently evidencing the Initial Pledged Debt and all certificates and instruments currently representing the Initial Pledged Shares shall be delivered to the Administrative Agent on or prior to the execution and delivery of this Agreement. All other promissory notes evidencing Pledged Debt and all other certificates and instruments representing Pledged Shares or other Pledged Collateral Agent, for from time to time or otherwise required to be pledged to the ratable benefit Administrative Agent pursuant to the terms of the Notes Secured Parties, any and all Pledged Stock Loan Agreement or the terms of this Agreement (subject the "Additional Collateral") shall be delivered to the Intercreditor Agreement) Administrative Agent within 5 days of receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and any 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 Pledged Debt Securities in form and substance satisfactory to the extent such Pledged SecuritiesAdministrative Agent. Within 5 days of the receipt by a Pledgor of the Additional Collateral, a Pledge Amendment (Debt), in the case of promissory notes Pledged Debt, or other instruments evidencing Indebtednessa Pledge Amendment (Stock), are required in the case of Pledged Shares, in each case duly executed by such Pledgor, shall be delivered to the Administrative Agent in respect of the Additional Collateral which is to be delivered pledged pursuant to paragraph (b) this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of this Agreement. The Pledgors hereby authorize the Administrative Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and the Pledgors shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.025 hereof with respect to such Additional Collateral. (b) Each Pledgor If any Pledged Collateral consists of uncertificated securities, the Pledgors shall (i) cause the Administrative Agent to become the registered holder thereof, (ii) cause a securities intermediary, acceptable to the Administrative Agent, to become the registered holder thereof, provided that such securities intermediary has agreed in writing that it will cause any Material Pledged Debt Securities owed comply with instructions originated by the Administrative Agent with respect to such Pledgor securities without further consent by the Pledgors, or (iii) cause each issuer of such securities to agree that it will comply with instructions originated by the Administrative Agent with respect to such securities without further consent by the Pledgors. If any Person Pledged Collateral consists of security entitlements, the Pledgors shall transfer such security entitlements to the Administrative Agent, or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Administrative Agent without further consent by the Pledgors. The Pledgors further agree to execute such other documents and to take such other actions as the Administrative Agent deems reasonably necessary or desirable to create and perfect the security interests intended to be evidenced by a duly executed promissory note that is pledged created hereunder, to effect the foregoing and delivered to permit the Collateral Agent, including the Intercompany Note, for the ratable benefit Administrative Agent to exercise any of the Notes Secured Parties, pursuant to the terms hereofits rights and remedies hereunder. (c) Upon delivery to the Collateral AgentIf a 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, 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 Securities required Collateral, or otherwise, (iii) dividends or other distributions payable in cash (except such dividends permitted to be delivered retained by the Pledgors 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, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the foregoing paragraphs (a) benefit of the Administrative Agent, shall segregate it from such Pledgor's other property and (b) of this Section 3.02 (other than shall deliver it forthwith to the Intercompany Note) shall be accompanied by Administrative Agent in the exact form received, with any necessary indorsement and/or appropriate stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient blank, to transfer title to be held by the Collateral Administrative Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to and as further collateral security for the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (ai) Each Pledgor agrees promptly to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, any and all Pledged Stock (subject Pledgee contemporaneously with or prior to the Intercreditor execution and delivery of this Agreement) . All other certificates and any and all instruments constituting Pledged Debt Securities Collateral from time to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are time required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Pledgor will cause any Material Pledged Debt Securities owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral AgentPledgee, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Settlement Agreement (the “Additional Collateral”), shall be delivered to the Pledgee promptly upon, but in any event within five (5) days of, receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the extent necessary to perfect the security interest in or allow realization on the Pledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Pledgee (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 proper instruments the Pledgee with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of assignment security entitlements, the Pledgor shall transfer such security entitlements to the Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee 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 applicable Pledgor and such other instruments or documents Pledgor, in substantially the form of Annex I hereto (including issuer acknowledgments a “Pledge Amendment”), shall be delivered to the Pledgee in respect of uncertificated securities) as the Additional Collateral Agent may reasonably requestthat must be pledged pursuant to this Agreement and the Settlement Agreement. Each The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Pledgee shall for all purposes hereunder constitute Pledged Securities Collateral and such Pledgor shall be accompanied 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 schedule describing the securitiesstock dividend or distribution in connection with any increase or reduction of capital, which schedule shall 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 attached hereto as Schedule II and made a part hereof; provided that failure to attach retained by any such schedule hereto 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 not affect receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the validity benefit of such pledge of such the Pledgee, shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Pledgee, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Pledgee as Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (a) Each Pledgor Grantor agrees promptly to deliver or cause to be delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, for the ratable benefit of the Notes Secured Parties, ) any and all Pledged Stock Securities (subject to i) (A) of the Intercreditor AgreementCompany, the Issuers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and any and (B) all Pledged Debt Securities to the extent such other Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date in each case, in the case of promissory notes or other instruments evidencing Indebtednessany such Pledged Securities owned by such Grantor on the date hereof, are required to be delivered pursuant to paragraph and (bii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of this Section 3.02. (b) Each Pledgor any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Material Pledged Debt Securities Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Pledgor Grantor by Holdings, the Company, an Issuer or any Person of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent, including the Intercompany Note, for the ratable benefit of the Notes Secured Parties, ) pursuant to the terms hereof. (c) . Upon delivery to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 (other than the Intercompany Note) shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer sufficient to transfer title to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request duly executed in blank and (ii) all other property composing comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securitiessuch Pledged Securities, which schedule shall be deemed attached hereto as to, and shall supplement, Schedule II and be made a part hereof; provided that failure to attach provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.