Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesCollateral. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II 4.1 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or and other documents representing or evidencing any Pledged SecuritiesSecurities having a value in excess of $10,000. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (other than trade debt incurred in the ordinary course of business) owed to deliver or cause such Grantor by any Person in excess of $10,000 in principal amount to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request to perfect its security interest therein and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestrequest to perfect its security interest therein. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or and other documents representing or evidencing any Pledged SecuritiesSecurities having a value in excess of $25,000. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (other than trade debt incurred in the ordinary course of business) owed to deliver or cause such Grantor by any Person in excess of $25,000 in principal amount to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request to perfect its security interest therein and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably requestrequest to perfect its security interest therein. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments certificates or other documents representing or instruments evidencing any Pledged Securities. (b) Each In the event any Indebtedness for borrowed money owed to any Grantor agrees promptly by any Person is in excess of $250,000, or if in the aggregate all such Indebtedness owed to deliver or any Grantor shall exceed $500,000, such Grantor shall cause any such Indebtedness to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as an amended and restated Schedule II and made a part hereof; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to To the Collateral Agent any and all certificatesextent not previously delivered, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor the Parent agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt SecuritiesStock. Without limiting the foregoing, concurrently with any merger of Holdings and the Borrower permitted under the Credit Agreement, the Parent shall deliver to the Collateral Agent certificates representing all of the Equity Interests of the surviving entity of such merger required to be pledged hereunder. (cb) Upon delivery to the Collateral Agent, to the extent not previously delivered, (i) any certificate, instrument or document representing or evidencing Pledged Securities Stock shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor Parent and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Stock 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 the such pledge of such Pledged SecuritiesStock. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (and in any event, within 20 days after receipt thereof) to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver such Grantor by any Person (other than Indebtedness with an aggregate principal amount of less than the U.S. Dollar Equivalent of $1,000,000 owed to such Grantor by any Person that is not Holdings, the Borrower or cause a Subsidiary) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities 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 the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (but in any event within 5 days after receipt by such Grantor (or such longer period as the Collateral Agent may agree at the written direction of the Required Holders)) to deliver or cause to be delivered to the Collateral Agent Agent, for the benefit of the Secured Parties, any and all certificatesPledged Securities (other than any uncertificated securities, instruments but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other documents representing or instruments evidencing Pledged SecuritiesIndebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank reasonably necessary and by such other undated instruments and documents as are customary or as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestnecessary. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or and other documents representing or evidencing any Pledged SecuritiesSecurities having a value in excess of $250,000. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (other than trade debt incurred in the ordinary course of business) owed to deliver or cause such Grantor by any Person in excess of $250,000 in principal amount to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request to perfect its security interest therein and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably requestrequest to perfect its security interest therein. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Obligor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificatescertificates representing the Pledged Equity Interests of Subsidiaries and all other certificated Pledged Collateral at any time owned by such Obligor with a value in excess of $500,000 promptly (and in any event, within 15 days (or such longer period as the Administrative Agent may agree)) following the acquisition thereof by such Obligor, together with instruments or other documents representing or evidencing Pledged Securitiesof transfer executed in blank by a duly authorized officer of such Obligor. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Obligor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) the certificated Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Obligor in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each In connection with any delivery of possessory Pledged Securities Collateral after the date hereof to the Administrative Agent, Borrower shall be accompanied by deliver a schedule to the Administrative Agent describing the applicable securitiespossessory Pledged Collateral so delivered, which schedule shall be attached hereto as to Schedule II 7.3(a) and made a part hereof; provided provided, that failure to attach deliver any such schedule hereto or any error in a schedule so attached shall not affect the validity of the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments certificates or other documents representing or instruments evidencing any Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof, provided that the foregoing shall not apply to any and all Pledged Debt SecuritiesIndebtedness owed to any Grantor by any Person (other than another Grantor) in an amount less than $500,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and Agent, duly executed in blank blank, and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as an amended and restated Schedule II and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing certificated Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person in an amount in excess of $250,000 to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor ---------------------------------- agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly Pledgor will cause any Indebtedness for borrowed money owed to deliver such Pledgor by the Parent Borrower or cause any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (ba) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in principal amount exceeding $1,000,000 owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (cb) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each To the extent required for the validity and first priority of the security interests created or intended to be created by the Security Documents, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities constituting a “security” shall be accompanied by undated stock or unit powers duly executed in blank or other undated instruments of endorsement, transfer or assignment satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments Material Pledged Securities except to the extent that such Pledged Securities are required to be delivered to the Existing Secured Parties under the Existing Collateral Documents or other documents representing to the “Administrative Agent” or evidencing Pledged Securitiesthe “Collateral Agent” under and as defined in any Existing Loan Documents. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing all Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable such securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities promptly after the acquisition thereof; provided, however, that such Grantor shall have no obligation to deliver any Pledged Debt Securities in an outstanding principal amount equal to $3,000,000 (or such greater amount as may be reasonably approved, and notified to Holdings, by the Applicable Authorized Representative) or less. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Applicable Authorized Representative and the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may at the written direction of the Applicable Authorized Representative reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or and documents as the Collateral Agent may at the written direction of the Applicable Authorized Representative reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as to, and shall supplement, Schedule II and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments certificates or other documents representing or instruments evidencing any Pledged Securities. (b) Each In the event any Indebtedness for borrowed money owed to any Grantor agrees promptly by any Person is in excess of $250,000, or if in the aggregate all such Indebtedness owed to deliver or any Grantor shall exceed $500,000, such Grantor shall cause any such Indebtedness to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as an amended and restated Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any person in an amount that exceeds $200,000 that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent. Without limiting the foregoing, all promissory notes in favor of any Grantor shall be delivered to the Collateral Agent any and all Pledged Debt Securitiespromptly after request of the Collateral Agent. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each To the extent required in order for the Collateral and Guarantee Requirement to remain satisfied at all times, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent in accordance with the Intercreditor Agreement any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities constituting a "security" shall be accompanied by undated stock or unit powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule SCHEDULE II and made a part hereof; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each To the extent required in order for the Collateral and Guarantee Requirement to remain satisfied at all times, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities constituting a "security" shall be accompanied by undated stock or unit powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule SCHEDULE II and made a part hereof; provided PROVIDED that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. Subject to the Intercreditor Agreement: (a) Each Grantor of the U.S. Domiciled Obligors agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing tangible Pledged SecuritiesCollateral constituting Pledged Equity at every time owned by such U.S. Domiciled Obligor promptly following its acquisition thereof. (b) Each Grantor agrees promptly of the U.S. Domiciled Obligors will cause all Debt that, in each case, is owing to deliver or cause such Obligor and exceeds $1,000,000 and which is evidenced by a promissory note, to be pledged and delivered to Agent pursuant to the Collateral Agent any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent, (is) any certificate, instrument or document representing or evidencing Pledged Securities Equity Interests shall be accompanied by undated stock transfer powers duly executed by the applicable U.S. Domiciled Obligor in blank or other undated instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as Agent may reasonably request and (t) all other Property comprising part of the Pledged Collateral which is required to be delivered hereunder shall be accompanied by undated proper instruments of assignment duly executed by the applicable U.S. Domiciled Obligor in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Collateral after the date hereof shall be accompanied by a schedule describing the applicable 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 the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. Subject to the Intercreditor Agreement: (a) Each Grantor of the U.S. Domiciled Xxxxxxxx agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing tangible Pledged SecuritiesCollateral constituting Pledged Equity at every time owned by such U.S. Domiciled Obligor promptly following its acquisition thereof. (b) Each Grantor agrees promptly of the U.S. Domiciled Obligors will cause all Debt that, in each case, is owing to deliver or cause such Obligor and exceeds $1,000,000 and which is evidenced by a promissory note, to be pledged and delivered to Agent pursuant to the Collateral Agent any and all Pledged Debt Securitiesterms hereof. (c) Upon delivery to the Collateral Agent, (is) any certificate, instrument or document representing or evidencing Pledged Securities Equity Interests shall be accompanied by undated stock transfer powers duly executed by the applicable U.S. Domiciled Obligor in blank or other undated instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as Agent may reasonably request and (t) all other Property comprising part of the Pledged Collateral which is required to be delivered hereunder shall be accompanied by undated proper instruments of assignment duly executed by the applicable U.S. Domiciled Obligor in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities Collateral after the date hereof shall be accompanied by a schedule describing the applicable 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 the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities, except as otherwise excluded under this Agreement. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall shall, if “certificated” (as defined in the New York UCC) or required to be certificated under Section 3.04 or Section 6.04(e) of the Credit Agreement, be accompanied by undated stock powers or note powers, as the case may be, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as necessary (or that the Collateral Agent may reasonably request in good faith after consultation with the applicable Grantor deems advisable) to perfect the Collateral Agent’s interest under this Agreement and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as necessary (or that the Collateral Agent may reasonably requestin good faith after consultation with the applicable Grantor deems advisable) to perfect the Collateral Agent’s security interest under this Agreement. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securitiessuch Pledged Securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged SecuritiesSecurities and shall not constitute a Default or an Event of Default. Each schedule so delivered shall automatically supplement and modify any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly (and in any event within the time period specified in Section 9.10 of the Credit Agreement) to deliver or cause to be delivered to the Collateral Agent Trustee any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesStock. (b) Each Subject to the thresholds in Section 4.04(a) and Section 4.04(b), each Grantor agrees promptly (and in any event within the time period specified in Section 9.10 of the Credit Agreement) to deliver or cause to be delivered to the Collateral Agent Trustee any and all Pledged Debt Securities. (c) Upon delivery to the Collateral AgentTrustee, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent Trustee and duly executed in blank and by such other instruments and documents as the Collateral Agent Trustee may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or and other documents representing or evidencing any Pledged SecuritiesSecurities having a value in excess of $10,000. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (other than trade debt incurred in the ordinary course of business) owed to deliver or cause such Grantor by any Person in excess of $10,000 in principal amount to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request to perfect its security interest therein and (ii) all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably requestrequest to perfect its security interest therein. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the limitations set forth below, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt SecuritiesSecurities with a face value in excess of (i) individually, $250,000 or (ii) in the aggregate, $500,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to paragraphs (a) and (b) of this Section 3.02 shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and Required Lenders and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment satisfactory to the Collateral Agent and Required Lenders and duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor The Borrower agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing certificated Pledged Securities. (b) Each Grantor agrees promptly The Borrower will cause any Indebtedness for borrowed money owed to deliver or cause it by any Person in an amount in excess of $250,000 to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor Borrower and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (i) in the case of Indebtedness owed to deliver or cause such Grantor by any Person other than a Loan Party in principal amount in excess of $100,000, and (ii) in the case of Indebtedness owed to such Grantor by any Loan Party in any principal amount, to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon the delivery thereof to the Collateral AgentAdministrative Agent by any Loan Party, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged to the Collateral Agent and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) ii all other property comprising composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each The Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt SecuritiesCollateral. (b) At such time, if ever, any of the Member Pledged Equity Interests become certificated, the Member agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates representing the Member Pledged Equity Interests. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments Instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments Instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments Instruments of assignment duly executed by the applicable Grantor or Member, as applicable, and such other instruments Instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II I and made a part hereof; provided provided, however, that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (ba) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (cb) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Applicable Collateral Agent (or its bailee) any and all certificates, instruments or other documents representing or evidencing Pledged SecuritiesSecurities to the extent required by Section 4.04(c). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Applicable Collateral Agent (or its bailee) any and all Pledged Debt SecuritiesSecurities to the extent required by Section 4.04(a). (c) Upon delivery to the Applicable Collateral AgentAgent (or its bailee), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Pledgor agrees ----------------------------------- promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all Pledged Securities (as defined below). (b) Upon delivery to the Administrative Agent, (i) any stock certificates, notes or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing the Pledged Collateral (together, the "Pledged Securities. (b") Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor Pledgor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement supersede any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt SecuritiesSecurities in excess of $200,000. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money in excess of $250,000 owed to deliver or cause such Grantor by any person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor Obligor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificatescertificates representing the Pledged Equity Interests of Subsidiaries and all other certificated Pledged Collateral at any time owned by such Obligor with a value in excess of $500,000 promptly (and in any event, within 15 days (or such longer period as the Administrative Agent may agree)) following the acquisition thereof by such Obligor, together with instruments or other documents representing or evidencing Pledged Securitiesof transfer executed in blank by a duly authorized officer of such Obligor. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Administrative Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Obligor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Administrative Agent and by such other instruments and documents as Administrative Agent may reasonably request and (ii) the certificated Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Obligor in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each In connection with any delivery of possessory Pledged Securities Collateral after the date hereof to Administrative Agent, Borrower shall be accompanied by deliver a schedule to Administrative Agent describing the applicable securitiespossessory Pledged Collateral so delivered, which schedule shall be attached hereto as to Schedule II 7.3(a) and made a part hereof; provided provided, that failure to attach deliver any such schedule hereto or any error in a schedule so attached shall not affect the validity of the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money (i) in the case of Indebtedness owed to deliver or cause such Grantor by any Person other than a Loan Party in any principal amount in excess of $100,000, and (ii) in the case of Indebtedness owed to such Grantor by any Loan Party in any principal amount, to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Administrative Agent any and all Pledged Debt Securitiespursuant to the terms hereof. (c) Upon the delivery thereof to the Collateral AgentAdministrative Agent by any Loan Party, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Administrative Agent and duly executed in blank and by such other instruments and documents as the Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; , provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly Subject to deliver or cause to be delivered to the Collateral Agent any Sections 3.03(e) and all certificates3.04(a), instruments or other documents representing or evidencing Pledged Securities. (b) Each each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (b) Each Grantor will cause any Indebtedness for borrowed money in excess of $500,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.Pledged

Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly will cause any Indebtedness for borrowed money owed to deliver or cause such Grantor by any other Grantor to be delivered to the Collateral Agent any and all Pledged Debt Securitiesevidenced by a duly executed Intercompany Note. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing certificated Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and request, (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. request and (iii) all uncertificated Pledged Securities shall be accompanied by a control agreement in the form of Exhibit V. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each To the extent required for the validity and first priority of the security interests created or intended to be created by the Security Documents, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificates, instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities constituting a “security” shall be accompanied by undated stock or unit powers duly executed in blank or other undated instruments of endorsement, transfer or assignment satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.