Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other 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 Financing 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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Subscription 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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 security securities entitlements, the Pledgor shall transfer such security 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.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent Pledgee contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, pursuant to the terms of this Agreement or the Financing Settlement Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent Pledgee promptly upon 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 Collateral Agent 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 Collateral AgentPledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent 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 Collateral Agent Pledgee with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent 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 Collateral Agent Pledgee without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon within ten (10) 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 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 Within ten (10) days of the receipt by 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 Collateral Agent, in respect of the Additional 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 Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, and the Pledgor shall cause be deemed upon delivery thereof to have made 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 representations and warranties set forth in Section 5 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorAdditional Collateral.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon upon, but in any event within ten (10) Business Days of, receipt thereof by or on behalf of any of the PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to the Secured Party as of date hereof a certificate and/or book entry statement with respect to the Pledged Shares shall to be delivered initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to the Collateral Agent contemporaneously with or prior to the execution all other promissory notes, certificates, instruments and delivery of this Agreement. All other certificates and instruments after-acquired equity interest constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Secured Parties pursuant to the terms of this Agreement or the Financing Agreement Securities Purchase Agreement, as applicable (collectively the “Additional Collateral”), ) such amount equal to a fraction (i) the numerator of which is the principal amount of the 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 Collateral Agent Secured Party and the Other Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent 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 share powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentSecured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Administrative Agent contemporaneously with 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, Administrative Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “Additional Collateral”), ) shall be delivered to the Collateral Administrative Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery 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 Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause the Collateral Administrative Agent (or its designated custodian custodian, nominee or nomineeother 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 Administrative Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral 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 Collateral Administrative- Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares Interests shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral Collateral, if any, from time to time or required to be pledged to the Collateral Agent, Agent by Pledgor pursuant to the terms of this Agreement or the Financing Pledge Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon (and in any event not more than five days after) receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral of Pledgor consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. 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, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon 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 Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) for the benefit of itself and the Secured Parties to become the registered holder thereof, or or, upon the request of the Collateral Agent, cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with (or its custodian, designee or other nominee) on or prior to the date of the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral thereafter required from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement other Transaction Documents (the “Additional Pledged Collateral”), ) shall be delivered to the Collateral Agent (or its custodian, designee or other nominee) promptly upon upon, but in any event within five Business Days of, receipt thereof by or on behalf of the PledgorGrantor. All such promissory notes, certificates and instruments Instruments shall be held by or on behalf of the Collateral Agent (or its custodian, designee or other nominee) pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral of the Grantor consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor such Grantor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 with respect to such securities without further consent by the PledgorGrantor. If any Pledged Collateral of the Grantor consists of security entitlements, the Pledgor such Grantor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorGrantor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon upon, but in any event within ten (10) Business Days of, receipt thereof by or on behalf of any of the PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt, if any, and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously (i) with respect to any Pledged Shares of Subsidiaries organized in the United States on or prior to the execution and delivery of this Agreement and (ii) with respect to Pledged Shares of any other Subsidiaries, twenty days following the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing 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 PledgorPledgors. 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, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered Subject to the Collateral Agent contemporaneously with or prior rights of the Senior Lender pursuant to the execution and delivery of this Subordination Agreement. All other , all promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing 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 PledgorPledgors. 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, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If Subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, if any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Loan Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon upon, but in any event within five (5) days of, receipt thereof by or on behalf of any of the PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares (if any) shall be delivered to the Collateral Agent contemporaneously with Pledgee, for the benefit of itself and the Noteholders, on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, for the benefit of itself and the Noteholders, pursuant to the terms of this Agreement or and the Financing Agreement other Transaction Documents (the “"Additional Collateral”"), shall be delivered to the Collateral Agent Pledgee promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgee pursuant hereto and shall be delivered to Pledgee 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 AgentPledgee. If any Pledged Collateral consists of uncertificated securities, 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 Collateral Agent 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 Collateral Agent Pledgee with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer collaterally assign such security entitlements to the Collateral Agent 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 Collateral Agent 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).

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, 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 PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon 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 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 Within 10 Business Days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, in respect of the Additional 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 Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, and the Pledgor shall cause be deemed upon delivery thereof to have made 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 representations and warranties set forth in Section 5 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorAdditional Collateral.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Shares, on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon within 10 Business 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 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 Within 10 Business Days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, and the Pledgor shall cause be deemed upon delivery thereof to have made 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 representations and warranties set forth in Section 5 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorAdditional Collateral.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. 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 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 such Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that that, upon written notice from the Agent, it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 that, upon written notice from Agent, it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares (if any) shall be delivered to the Collateral Agent contemporaneously with Pledgee, for the benefit of itself and the Lenders, on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, for the benefit of itself and the Lenders, pursuant to the terms of this Agreement or and the Financing Agreement other Loan Documents (the “"Additional Collateral”"), shall be delivered to the Collateral Agent Pledgee promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgee pursuant hereto and shall be delivered to Pledgee 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 AgentPledgee. If any Pledged Collateral consists of uncertificated securities, 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 Collateral Agent 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 Collateral Agent Pledgee with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer collaterally assign such security entitlements to the Collateral Agent 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 Collateral Agent 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).

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. 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, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture or any other Senior Secured Note Document (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent as promptly as practicable upon receipt thereof by or on behalf of any of the PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the Pledgorforegoing, until the date upon which the Discharge of the Credit Facility Obligations has occurred, the provisions of this Section 4(a)(i) shall not apply to any Pledged Collateral consisting of Credit Facility Priority Collateral.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), "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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 security securities entitlements, the Pledgor shall transfer such security 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.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Administrative Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Administrative Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “Additional Collateral”), ) shall be delivered to the Collateral 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 Collateral Administrative Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery 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 Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Administrative Agent (or its designated custodian custodian, nominee or nomineeother 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 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 Collateral 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 Collateral Administrative Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares Securities shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Loan Agreement (the “Additional Collateral”), "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon the receipt thereof by or on behalf of the a Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the relevant Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designeedesignee ), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. 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 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 such Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Securities shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Loan Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon the receipt thereof by or on behalf of any of the PledgorPledgors. 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, the such Pledgor shall cause the Collateral 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 Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designeedesignee ), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, 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 PledgorPledgors. 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, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with Agent, for the benefit of the Lender Group, 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, for the benefit of the Lender Group, pursuant to the terms of this Agreement or the Financing Agreement hereof (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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nominee) 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 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee designated custodian or other designeenominee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing 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 PledgorPledgors. 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, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with Agent, for the benefit of the Lender Group, 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, for the benefit of the Lender Group, pursuant to the terms of this Agreement or the Financing Agreement hereof (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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nominee) 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 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee designated custodian or other designeenominee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Securities shall be delivered to the Collateral Agent contemporaneously with Lender 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, Lender pursuant to the terms of this Agreement or the Financing Loan Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly Lender as soon as practicable upon the receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent 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 executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentLender. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause the Collateral Agent 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 Collateral Agent Lender with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent Lender (or its custodian, nominee or other designeedesignee ), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Lender without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Amended and Restated Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon 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 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 Within 10 Business Days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") ---------------- shall be delivered to the Collateral Agent, in respect of the Additional 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 Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, and the Pledgor shall cause be deemed upon delivery thereof to have made 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 representations and warranties set forth in Section 5 with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorAdditional Collateral.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Stock shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. 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 such Pledged Collateral consists of uncertificated securitiessecurities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause cause, and if the issuer of such Pledged Collateral is an issuer other than a Subsidiary of the Pledgor, shall use commercially reasonable efforts to cause, the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any such Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the Pledgorforegoing, prior to the Discharge of the Senior Lender Claims, all of the foregoing shall be delivered to, and instructions and agreements given and made with respect to, the Senior Collateral Agent, as bailee pursuant to the Intercreditor Agreement.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Securities shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Loan Agreement (the “Additional Collateral”), "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon the receipt thereof by or on behalf of the a 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 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 relevant Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designeedesignee ), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Subscription Agreement (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 or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 security securities entitlements, the Pledgor shall transfer such security 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.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Securities have been in connection with the Prior Credit Agreement or shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Credit Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon the receipt thereof by or on behalf of any of the PledgorPledgors. 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 allonge or stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall, at the Pledgor shall request of the Agent, cause the Collateral 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 Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall, at the Pledgor shall request of the Agent, transfer such security entitlements to the Collateral 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 Collateral Agent without further consent by the such Pledgor.

Delivery of the Pledged Collateral. Each Obligor that has pledged Pledged Collateral hereunder agrees to deliver or cause to be delivered to the Collateral Agent any and all certificates evidencing Pledged Collateral, if any (aaccompanied by undated stock powers 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) within (i) All certificates currently representing the timeframe required under Section 8.14 of the Credit Agreement and (ii) promptly (and in any event within 10 Business Days or such later date as the Required Lenders reasonably agree) after the acquisition of additional Equity Interests in respect of any Pledged Shares Collateral. Each delivery of Pledged Collateral shall be accompanied by a schedule describing such Pledged Collateral, which schedule shall be attached hereto as Schedule 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 contemporaneously in accordance with or prior to the execution this Section 5.04 and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required (ii) each such interest shall at all times hereafter continue 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 such a security and represented by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgorcertificate.

Delivery of the Pledged Collateral. (a) (i) All certificates currently representing the Pledged Shares on the date hereof shall be delivered to the Collateral Agent contemporaneously with 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, Agent pursuant to the terms of this Agreement or the Financing Agreement 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 PledgorPledgors. 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, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother 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 PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security 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 PledgorPledgors.

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with 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, 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 PledgorPledgors. 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 securitiessecurities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause cause, and if the issuer of such Pledged Collateral is an issuer other than a Subsidiary of the Pledgor, shall use commercially reasonable efforts to cause, the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the 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 the such Pledgor.