Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by or on behalf of the Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to the Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) The Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, the Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered existing on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor any Pledgor (with respect to any Certificate Certificates received or acquired after the Closing Date), be delivered to and held by Agent, the Agent on behalf of the Lenders and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such to Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor any Pledgor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 Schedule C attached hereto (the "Pledge Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor each Pledgor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor each Pledgor shall have received and delivered to the Agent a copy of such Pledge Limited Liability Company Notice, along with an acknowledgment in the form set forth in Exhibit A-2 Schedule C attached hereto (the "Issuer Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed by the relevant Pledged Entity.. -------------- (c) Agent (at the direction Subject to any necessary prior approval of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toFCC, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor any Pledgor or any nominee of such Grantor any Pledgor to register or cause to be registered in the name of, of the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests Securities or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities or Pledged Limited Liability Company Interests for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shallAll certificates or instruments representing or evidencing the Pledged Collateral held by Pledgor on the date hereof have herewith been delivered to Collateral Agent, on (i) accompanied by Powers in the Closing Date (with respect to Certificates delivered on such date) form of Exhibit B duly executed in blank, and (ii) the day on which such Certificate any and all hereafter obtained or received by Pledgor shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to Collateral Agent pursuant hereto, accompanied by Powers in the form of Exhibit B duly executed in blank. Promptly upon the execution and delivery of the Voting Trust Agreement Collateral Agent will surrender the Pledged Shares to Lender so that Lender may register in Lender's stock transfer records the transfer, subject to the lien and security interests created hereunder, of the Pledged Shares from Pledgor to the Voting Trustees and cause new certificates representing the Pledged Shares to be issued in the name of, and delivered to, the Voting Trustees. The new certificates and the Pledged Shares represented thereby shall be held by Collateral Agent as Pledged Collateral and any voting trust certificate issued by the Voting Trustees to Pledgor shall by delivered to Collateral Agent and held as Pledged Collateral. All of the foregoing certificates shall be accompanied by Agent, Powers in the form of Exhibit B duly executed in blank and shall bear legends indicating that such Pledged Shares (including the trust certificates) are subject to the lien and security interest created under this Pledge Agreement. All certificates or instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentLender. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on In furtherance of the foregoing Pledgor agrees that at any time (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the New Class A Shares are issued to Borrower or (ii) any or all of the 33,333 shares of Class A Common Stock owned by Pledgor which are pledged to First Union National Bank (the "First Union Pledged SecuritiesShares") no longer are subject to such Lien, such shares shall constitute Pledged Partnership Interests Collateral and Pledgor shall immediately deliver such shares to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank. Promptly upon the delivery of any New Class A Shares or First Union Pledged Limited Liability Company InterestsShares to Collateral Agent, Collateral Agent will surrender such New Class A Shares or First Union Pledged Shares to Lender so that Lender may register in Lender's stock transfer records the transfer, subject to the lien and security interests created hereunder, of the New Class A (c) In the event that a court of competent jurisdiction enters a Court Invalidation Order (as defined in the Settlement Agreement) the effect of which is that Pledgor may not assign and transfer the Redemption Class B Shares (as defined in the Settlement Agreement) to Lender during the lifetime of Herb▇▇▇ ▇. ▇▇▇▇ ("▇HH") (or until the termination of the proxy granted by Pledgor to HHH in July 1993 to vote the Redemption Class B Shares), Pledgor agrees that such shares shall constitute Pledged Collateral and upon the reissuance of the Redemption Class B Shares, Pledgor shall immediately deliver such shares to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank. In addition, Collateral Agent, in furtherance of any action referenced in the previous sentence, Lender and Pledgor shall have the right at any time take all such actions as are necessary to exchange certificates or instruments representing or evidencing the Pledged Securities Shares in the name of the Voting Trustees for new certificates or instruments representing the Pledged Shares in the name of smaller or larger denominationsPledgor, all of which shall constitute Pledged Collateral and immediately be delivered to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank. (d) In the event of a Revocation Closing pursuant to Section 1.5 of the Settlement Agreement, Pledgor agrees that the Redemption Class B Shares reissued to Pledgor shall constitute Pledged Collateral and upon the reissuance of the Redemption Class B Shares, Pledgor shall immediately deliver such shares to Collateral Agent accompanied by Powers in the form of Exhibit B duly executed in blank.

Delivery of Pledged Collateral. (a) Each Certificate shallPromptly upon its receipt thereof, on (i) the Closing Date (with respect Grantor shall deliver to Certificates delivered on the Collateral Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor, and such date) and (ii) the day on which such Certificate Pledged Collateral shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to the Agent and Collateral Agent. . If, at any time, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of any of the Subsidiaries which have issued Pledged Stock, or any option included within the Pledged Collateral is exercised, or both, or (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (iany subscription warrant(s) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such dateor any other right(s) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice"or option(s) shall be appropriately completed issued in connection with the Pledged Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be promptly delivered to each Pledged Entity the Collateral Agent and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of shall be held by the existence of this Agreement, a certified copy Collateral Agent under the terms of this Agreement and the Collateral Agency Agreement and shall constitute Pledged Collateral hereunder; PROVIDED, HOWEVER, that nothing contained in this SECTION 4 shall be delivered by the Grantor deemed to the relevant Pledged Entity and relevant Pledged Partnership Entitypermit any stock dividend, and such Grantor shall have received and delivered to Agent a copy issuance of such Pledge Noticeadditional stock, along with an acknowledgment warrants, rights or options, reclassification, readjustment or other change in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction capital structure of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered Grantors which is not expressly permitted in the name ofSecured Note Purchase Agreement; PROVIDED, FURTHER, HOWEVER, that the Grantor's failure to so deliver such property to the Collateral Agent or any of its nominees any or all of shall in no way affect the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsLien granted thereon as herein provided.

Delivery of Pledged Collateral. (a) Each Certificate shallUpon, on and concurrently with, the Discharge of Priority Lien Indebtedness, without notice or demand: (i) the Closing Date (with respect Pledgor shall deliver, or shall cause Credit Agreement Agent to Certificates delivered on such date) deliver, all certificates and all promissory notes and instruments evidencing the Pledged Collateral owned by the Pledgor and all other warrants, shares and/or other securities, original shares of stock, certificates, instruments or other documents, in each case evidencing or representing title to other Pledged Collateral to the Collateral Agent; and (ii) the day on which all such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or Pledged Shares shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest the Collateral Agent and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which all promissory notes or other instruments evidencing any such Limited Liability Company Interest and any such Partnership Interest Pledged Indebtedness shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered endorsed by the Grantor to Pledgor, and, if necessary, the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Credit Agreement Agent (at the direction of the Required Guarantors (providedwhich may endorse without recourse or warranty); PROVIDED, that if the Columbia Entities desire Pledged Entity's constitutive documents contain a restriction on the right to take an enforcement action that Required Guarantors have not consented totransfer its shares then, in order to better perfect the Collateral Agent's security in any such Pledged Shares of such Pledged Entity, the Agent certificates evidencing those Pledged Shares shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the Collateral Agent's name ofor, Agent or any of its at the Collateral Agent's option, the Collateral Agent's nominees any or all name, and shall be accompanied by a copy of the share register of such Pledged SecuritiesEntity showing the Collateral Agent's name or, at the Collateral Agent's option, the Collateral Agent's nominee's name, as the registered owner of those Pledged Partnership Interests or Shares of such Pledged Limited Liability Company Interests. In additionEntity, Agent, in furtherance certified by the corporate secretary of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing such Pledged Securities for certificates or instruments of smaller or larger denominationsEntity as being true and complete.

Delivery of Pledged Collateral. (a) Each Certificate shallWith respect to each Limited Liability Company Interest, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor any Pledgor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 Schedule C attached hereto (the "Pledge Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor each Pledgor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor each Pledgor shall have received and delivered to the Agent a copy of such Pledge Limited Liability Company Notice, along with an acknowledgment in the form set forth in Exhibit A-2 Schedule C attached hereto (the "Issuer Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed by the relevant Pledged Entity.. -------------- (cb) Agent (at the direction Subject to any necessary prior approval of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toFCC, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor any Pledgor or any nominee of such Grantor any Pledgor to register or cause to be registered in the name of, of the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Limited Liability Company Interests for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate Pledgor shall, to the extent permitted by applicable law, record its pledge of the Pledged Shares on the membership interest register or the books of Insight Ohio, cause Insight Ohio to execute and deliver to the Trustee an acknowledgment of the pledge of the Pledged Shares substantially in the form of Exhibit 2 hereto, execute any customary pledge forms or other documents --------- necessary or appropriate to complete the pledge and give Trustee the right to transfer such Pledged Shares under the terms hereof and provide to the Trustee an opinion of counsel, in form and substance satisfactory to the Trustee, confirming such pledge. (ib) If the Closing Date (with respect Pledged Shares become certificated, any such certificates, agreements or instruments representing or evidencing the Pledged Collateral, to Certificates the extent not previously delivered on such date) and (ii) to the day on which such Certificate Trustee, shall be received or acquired immediately upon receipt thereof by a Grantor (with respect to any Certificate received or acquired after the Closing Date), Pledgor be delivered to and held by Agentor on behalf of the Trustee pursuant hereto; provided, however, that to -------- ------- the extent the certificates representing the Pledged Shares that have been delivered to the Trustee are in bearer form, the Trustee shall, on request of the Pledgor, release and exchange such certificates for certificates in registered form, issued in the name of the Pledgor and an appropriate amendment to this Agreement shall be executed by the Pledgor. All such certificated Pledged Collateral, if any, shall be in suitable form for transfer by delivery, delivery or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Trustee. The Trustee shall have the right, during at any time upon the existence occurrence of an Event of Default, Default which is continuing and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor (except as required by law), to endorse, assign or otherwise transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent of the Trustee or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agent, in furtherance of any action referenced in the previous sentence, Trustee shall have the right at any time to exchange any certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered existing on such date) and (ii) the day on which such Certificate shall be received or acquired by a any Grantor (with respect to any Certificate Certificates received or acquired after the Closing Date), be delivered to and held by Agent, the Agent on behalf of the Lenders and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such to Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a any Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 Schedule F attached hereto (the "Pledge Limited Liability Company Notice") shall be ---------- -------------------------------- appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the each Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and each such Grantor shall have received and delivered to the Agent a copy of such Pledge Limited Liability Company Notice, along with an acknowledgment in the form set forth in Exhibit A-2 Schedule F attached hereto (the "Issuer Limited Liability Company ---------- ------------------------- Acknowledgment"), duly executed by the relevant Pledged Entity.. -------------- (c) Agent (at the direction Subject to any necessary prior approval of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toFCC, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure saleGrantor, to transfer to, to or to direct the applicable any Grantor or any nominee of such any Grantor to register or cause to be registered in the name of, of the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests Securities or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities or Pledged Limited Liability Company Interests for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on Concurrent with this Agreement: (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate Pledged Interests shall be received delivered, transferred to or acquired placed under the control of the Pledgee by a Grantor (with respect to any Certificate received or acquired after the Closing Date)Pledgor by certificates, be delivered to and held by Agent, and shall be in suitable form for transfer by deliveryinstruments, or other documents now or hereafter representing or evidencing the Pledged Collateral (“Certificates”) and, as appropriate, shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentPledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the security interests in the Pledged Collateral granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have been made. (b) With respect If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to each uncertificated Limited Liability Company Interest and each uncertificated Partnership InterestDistributions from, on or relating to, Pledgee (icollectively, “Securities”) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which at any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect time or from time to such Limited Liability Company Interests and such Partnership Interests acquired time after the Closing Date)date hereof, a notice Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice"preceding Section 3(a) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entityeffect any transfer thereof as required hereby, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, together with a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly certificate executed by Pledgor describing such Securities and certifying that the relevant Pledged Entitysame have been duly pledged with Pledgee hereunder. (c) Agent (If Pledgor shall come into possession of any Distribution, including any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the Stock at any time or from time to time after the direction date hereof, Pledgor shall surrender such Distributions to Pledgee who may apply any such Distributions to any portion of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take Obligations then due or hold such enforcement action Distributions as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all part of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Collateral. (d) Pledgee shall have the right at to appoint one or more agents for the purpose of retaining physical possession of any time to exchange certificates of the Pledged Collateral, which may be held (in the discretion of Pledgee) in the name of Pledgor, or instruments representing endorsed or evidencing Pledged Securities for certificates assigned in blank or instruments in favor of smaller Pledgee or larger denominationsany nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. Within thirty (a30) Each Certificate shalldays ------------------------------ after the end of each calendar quarter, on (i) the Closing Date (with respect Grantor shall deliver to Certificates delivered on the Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by the Grantor during such date) calendar quarter, and (ii) the day on which such Certificate Pledged Collateral shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantor formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to the Agent. . If, during any such calendar quarter, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of any of the Subsidiaries which have issued Pledged Stock, or any option included within the Pledged Collateral is exercised, or both, or (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (iany subscription warrant(s) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such dateor any other right(s) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice"or option(s) shall be appropriately completed issued in connection with the Pledged Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be delivered to each Pledged Entity the Agent within thirty (30) days after the end of such calendar quarter and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of shall be held by the existence of this Agreement, a certified copy Agent under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing -------- ------- contained in this Section 4 shall be delivered by the Grantor deemed to the relevant Pledged Entity and relevant Pledged Partnership Entitypermit any stock dividend, and such Grantor shall have received and delivered to Agent a copy --------- issuance of such Pledge Noticeadditional stock, along with an acknowledgment warrants, rights or options, reclassification, readjustment or other change in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction capital structure of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered Obligors which is not expressly permitted in the name ofNote Purchase Agreement; provided, -------- further, however, that the Grantor's failure to so deliver such property to the ------- ------- Agent or any of its nominees any or all of shall in no way affect the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsLien granted thereon as herein provided.

Delivery of Pledged Collateral. (a) Each Certificate shallAll funds and instruments representing or evidencing the Pledged Collateral have been delivered to and are being held by Lender. Pledgor hereby acknowledges and agrees that Lender shall have the normal rights of a custodian and depository of such funds and instruments, on (i) as well as the Closing Date (rights of a pledgee, as set forth herein, it being intended that the assets comprising the Deposit be considered to be in the full possession and control of Lender in its capacity as pledgee so as to perfect a pledge of the said assets and to permit Lender to exercise all rights and remedies of a pledgee with respect to Certificates delivered on such date) assets. Pledgor and (ii) the day on which such Certificate Lender hereby acknowledge and agree that Lender shall be received or acquired by a Grantor (have no liability hereunder with respect to any Certificate received of its acts or acquired omissions made in good faith. (b) The instruments delivered to Lender pursuant to Section 2(a) hereof, and any additional instruments to be delivered from and after the Closing Date), be delivered to and held by Agent, date hereof are and shall be in suitable form for transfer by delivery, or shall are to be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Lender. Lender shall have the right, upon the occurrence and during the existence continuance of an Event of Default (as hereinafter defined) (unless Lender shall specifically in writing agree otherwise in lieu of declaring an Event of Default, ) in its discretion and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name ofof Lender, Agent or any of its nominees nominees, any or all of the Pledged SecuritiesCollateral. (c) Except in accordance with Section 27 hereof, Pledgor shall not be entitled to withdraw or remove any cash, certificates, instruments or other collateral comprising the Deposit or the other Pledged Partnership Interests Collateral, nor shall Pledgor be entitled to sell, assign, pledge, transfer or hypothecate all or any portion of such Pledged Limited Liability Company InterestsCollateral until the payment in full of the Obligations and the termination of this Agreement. (d) It is anticipated that on May 13, 1997, the Note shall be repaid in full and Lender shall return the Deposit to Pledgor. In additionUpon the occurrence of such events, Agentthe obligations of the parties hereto under this Agreement shall terminate (except to the extent any obligations therein are expressly stated to survive). Notwithstanding the foregoing, in furtherance of any action referenced in Lender and Pledgor acknowledge and agree that if the previous sentenceObligations are not repaid and this Agreement is not terminated on May 13, shall have 1997 as anticipated, the right at any time Deposit may be reinvested pursuant to exchange certificates Section 10(b) hereof (or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsas otherwise provided herein).

Delivery of Pledged Collateral. (a) Each Certificate Such Grantor shall, promptly but in any event within [**] after acquiring any Pledged Collateral not owned on the Closing Date: (i) deliver to the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Collateral Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all and in form and substance reasonably satisfactory to the Collateral Agent. , (bA) With respect to each uncertificated Limited Liability Company Interest all such Pledged Stock that is Pledged Certificated Stock, (B) all Pledged Debt Instruments and each uncertificated Partnership Interest, on (iC) the Closing Date (with respect such Limited Liability Company Interests all certificates and such Partnership Interests existing on such date) and instruments evidencing Pledged Investment Property; (ii) subject all Collateral Accounts required to be subject to a Control Agreement pursuant to the day on which Loan Agreement to a Control Agreement; and (iii) cause the issuer of any such Limited Liability Company Interest Pledged Stock with is Pledged Uncertificated Stock to execute an uncertificated stock control agreement among such issuer, such Grantor and any the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which, inter alia, such Partnership Interest shall be acquired by a Grantor (issuer agrees to comply with the Collateral Agent’s instructions with respect to such Limited Liability Company Interests Pledged Uncertificated Stock without further consent by such Grantor and, for the avoidance of doubt, if any such Pledged Uncertificated Stock becomes certificated, within [**] thereof deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, all such Partnership Interests acquired after the Closing Date)certificates, a notice instruments or other similar documents (as defined in the form set forth in Exhibit A-1 attached hereto (Code). Notwithstanding the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toforegoing, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of Credit Parties (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)x) shall have until the right, during date that is [**] following the existence Tranche A Closing Date to comply with the provisions of an Event of Default, without notice this Section 5.2(a) with regards to any Pledged Certificated Stock of the GrantorsCredit Parties in existence on the Tranche A Closing Date, in connection and (y) shall have until the date that is [**] following the Tranche A Closing Date to comply with a commercially reasonable foreclosure sale, the provisions of this Section 5.2(a) with regards to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all Pledged Uncertificated Stock of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, Credit Parties in furtherance of any action referenced in existence on the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsTranche A Closing Date.

Delivery of Pledged Collateral. (a) Each Certificate shall, on Such Grantor shall (i) deliver to the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Administrative Agent, and shall be in suitable form for transfer by deliveryand in form and substance satisfactory to the Administrative Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the Administrative Agent) and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account. In case any Grantor shall acquire after the Closing Date (x) any Equity Interests of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 2 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 2, be subject to the pledge, assignment and security interest granted to the Administrative Agent under this Agreement and such Grantor shall be promptly, and in any event no later than two (2) Business Days after the date such Pledged Collateral was so acquired (i) deliver to the Administrative Agent forthwith (A) a Pledge Amendment pursuant to Section 8.5(b) reflecting such newly acquired Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the Administrative Agent), and (B) any certificates and instruments evidencing such Pledged Collateral (other than with regard to Indebtedness owing from one Grantor to another Grantor that is disclosed to the Administrative Agent, except upon the request of the Administrative Agent), accompanied by transfer powers or other appropriate instruments of assignment duly executed undated endorsements, instruments of transfer or assignment by such Grantor in blank, all in each case, in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) Administrative Agent and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the name of, Administrative Agent or any of its nominees any or all may reasonably request pursuant to Sections 6.12 and 6.18 of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsCredit Agreement.

Delivery of Pledged Collateral. (a) Each Certificate shallAll certificates or instruments, on (i) if any, representing or evidencing the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate Pledged Collateral shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agentthe Secured Party. (b) With respect All certificates or instruments representing or evidencing the Pledged Collateral shall, at all times, contain a legend to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interestthe effect as follows: "THE MEMBERSHIP INTEREST REPRESENTED HEREBY IS SUBJECT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF MARCH 7, on 2003 (iTHE "PLEDGE AGREEMENT") BETWEEN MORTGAGE INDUSTRY CONSULTANTS, LLC, AS PLEDGOR, AND TRAFFIX, INC., AS THE SECURED PARTY, AND THE MEMBERSHIP INTEREST REPRESENTED HEREBY MAY NOT BE SOLD, CONVEYED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PLEDGE AGREEMENT, COPIES OF WHICH ARE AVAILABLE FROM MONTVALE MANAGEMENT, LLC." In addition, the Closing Date (Secured Party shall have the right at any time, in connection with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) exercising its rights hereunder, to exchange certificates or instruments, if any, representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations containing the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form legend set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entityabove. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) The Secured Party shall have the right, during the existence of an Event of Defaultat any time in its reasonable discretion, without notice to any of the Grantors, in connection with following a commercially reasonable foreclosure salePledge Default (as defined herein), to transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent of the Secured Party or any of its nominees any or all of the Pledged SecuritiesCollateral. As used herein, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance the term "Pledge Default" shall mean the occurrence of any action referenced in default under the previous sentencePromissory Note or under Section 6 of the Purchase Agreement, shall have the right at any time which default is not remedied within twenty (20) days of Secured Party's written notice to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments Pledgor of smaller or larger denominationssuch occurrence.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) All certificates and (ii) the day on which such Certificate shall be received other instruments at any time owned or acquired by a Grantor (with respect to any Certificate received the Pledgor representing or acquired after evidencing the Closing Date), Pledged Shares shall be delivered to and held by Agent, or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. . Upon the occurrence and during the continuance of an Event of Default (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Dateas defined herein), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Collateral Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during upon written instructions from the existence of an Event of Default, Trustee and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, of the Collateral Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agentupon the occurrence and during the continuance of an Event of Default, in furtherance of any action referenced in the previous sentence, Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. (b) If there shall occur a change in applicable law or regulations regarding (i) the steps necessary to obtain and maintain a perfected security interest in any Pledged Collateral or (ii) the ability to obtain a security interest directly in any license granted by the Federal Communications Commission or Governmental Body succeeding to the functions thereof (the "FCC"), or if there is Pledged Collateral for which the foregoing procedures are not effective to perfect a security interest, the Pledgor will immediately upon its becoming aware thereof so notify the Collateral Agent and will deliver to the Collateral Agent an Opinion of Counsel setting forth the steps necessary for the Collateral Agent to obtain and maintain such a perfected security interest in the Pledged Collateral affected by such change or for which the foregoing procedures are not effective to perfect a security interest, and the Collateral Agent, instead of the actions specified in this Section 3, shall take such other action, as specified in such Opinion of Counsel, as will create and maintain such perfected security interest. (c) Upon the execution and delivery of this Agreement, the Pledgor will file proper financing statements with the appropriate office or offices under the Uniform Commercial Code in the State of New York, covering the Pledged Collateral described in this Agreement and, thereafter, such renewals, amendments or continuations thereof or such additional financing statements in such additional offices in such jurisdictions or in the appropriate filing offices in such additional jurisdictions as shall be required from time to time under the UCC in order to perfect and to continue the perfection of the security interest in the Pledged Collateral.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) For the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity better perfection of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor Agent's rights in and to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toCollateral, the Agent Pledgor shall take forthwith, upon the pledge of any Pledged Collateral hereunder, cause such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of Pledged Collateral (Aother than any Class A Preferred Stock) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of such nominee or nominees of the Agent as the Agent shall direct, subject only to the revocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to the extent permissible, to transfer to the account of the Agent any Pledged Collateral (other than any Class A Preferred Stock) whether in the possession of, Agent or any of its nominees any registered in the name of, The Depository Trust Company (the "DTC") or all other clearing corporation or held otherwise; (ii) to transfer to the account of the Agent with any Federal Reserve Bank any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, Collateral held in furtherance of book entry form with any action referenced in the previous sentence, shall have the right at any time such Federal Reserve Bank; and (iii) to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. To the extent that the Pledged Collateral has not already been transferred to the Agent in a manner sufficient to perfect the Agent's security interest therein, the Pledgor shall promptly deliver or cause to be delivered to the Agent all certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate endorsements. With respect to any Pledged Collateral in the possession of or registered in the name of a custodian bank or nominee therefor, the Pledgor agrees to cause such custodian bank or nominee either to enter into an agreement with the Agent satisfactory to the Agent in form and content confirming that the Pledged Collateral is held for the account of the Agent, or at the discretion of the Agent and subject to the written instructions of the Agent, deliver any such Pledged Collateral to the Agent and/or cause any such Pledged Collateral to be put in bearer form, registered in the name of the Agent or its nominee, or transferred to the account of the Agent with any Federal Reserve Bank, the DTC, or other clearing corporation. With respect to any Pledged Collateral held in an account maintained by the Agent as financial intermediary, the Pledgor hereby gives notice to the Agent of the Agent's security interest in such Pledged Collateral. In addition, the Pledgor agrees that in the event that any Pledged Collateral is held by the Agent in a fiduciary capacity for or on behalf of the Pledgor as the beneficial owner thereof, any agreements executed by the Pledgor in connection therewith are hereby amended to authorize and direct the pledge, hypothecation and/or transfer of such Pledged Collateral to the Agent as secured party by the Agent as fiduciary in accordance with the terms, covenants and conditions of this Agreement. The rights granted to the Agent pursuant to this Agreement are in addition to the rights granted to the Agent pursuant to any such agreements. In case of conflict between the provisions of this Agreement and those of any other such agreement, the provisions hereof shall prevail. 3. To the extent required to effect a pledge to the Agent, the Agent as fiduciary hereby pledges, transfers and grants a security interest in the Pledged Collateral to the Agent as secured party.

Delivery of Pledged Collateral. Subject to the terms of the Intercreditor Agreement, each Grantor will deliver to the Collateral Agent (aor its non-fiduciary agent or designee) Each Certificate shallupon execution of this Security Agreement all certificates or instruments, on if any, representing or evidencing the Pledged Collateral (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank; provided, that to the extent any Collateral (other than (i) any Collateral to the Closing Date (with respect to Certificates delivered extent that a Lien on such date) Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) domestic intellectual property that may be perfected through the day filing of a “short-form” intellectual property agreement with the USPTO and/or U.S. Copyright Office) is not or cannot be provided on the Issue Date, after the use of commercially reasonable efforts by such Grantor to do so or without undue burden or expense, the delivery or provision of such Collateral shall not constitute a condition precedent to the Issue Date, but will instead be required to be delivered, provided and/or perfected pursuant to arrangements to be mutually agreed by the Collateral Agent and the Grantors, in each case, within sixty (60) days (or such longer period as the Collateral Agent may reasonably agree) after the Issue Date. If at any time after the Issue Date (i) any Grantor shall hold or acquire any other Pledged Collateral (other than checks received in the ordinary course of business) or (ii) any Equity Interest which is included within the Collateral shall at any time constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code or the issuer of any such Certificate Equity Interest shall be received take any action to have such interests treated as a Security, then, in each case, the applicable Grantor shall, thirty (30) days after the date of delivery of each report referred to in Sections 4.06(a)(1) and 4.06(a)(2) of the Indenture, for all such Pledged Collateral held or acquired by a Grantor prior to or during the fiscal quarter for the applicable report (with respect to any Certificate received or acquired after such later date as the Closing DateCollateral Agent may reasonably agree), be delivered such Grantor shall, submit to the Collateral Agent a supplement to Schedule I hereto to reflect such additional Pledged Collateral (provided any Grantor’s failure to do so shall not impair the Collateral Agent’s security interest therein) and held by Agentdeliver to the Collateral Agent all certificates or instruments, and shall be in suitable form for transfer by deliveryif any, or shall be accompanied by representing such Pledged Collateral, together with duly executed undated endorsements, instruments of transfer or assignment assignments in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. Subject to subsection (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such datem) and subsection (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Dateo), be delivered each Grantor hereby agrees to and held by deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. . Subject to subsection (bm) With respect and subsection (o), if any Grantor shall become entitled to each uncertificated Limited Liability Company Interest receive or shall receive any Pledged Collateral after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and each uncertificated Partnership Interestshall promptly deliver the same and all certificates, on instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the Closing Date ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (with respect any such Limited Liability Company Interests and arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Partnership Interests existing on such date) Instruments, against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 or, in the day on which case of any such Limited Liability Company Interest and any additional Pledged Collateral with no face value, then such Partnership Interest shall be acquired additional Pledged Collateral with a fair market value of less than $1,000,000, as determined by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entitygood faith. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each At the request of Agent, and subject to the Subordnation Agreement, each Certificate shall, on (iother than Certificates representing any Foreign Subsidiary) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations. (c) Each Grantor acknowledges and agrees that (i) each Pledged Limited Liability Company Interest and each Pledged Partnership Interest Controlled by such Grantor and that is represented by a Certificate shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable issuer’s jurisdiction and shall be governed by Article 8 of such Uniform Commercial Code and (ii) each such interest shall at all times hereafter be represented only by a certificate. (d) Each Grantor further acknowledges and agrees that (i) each Pledged Limited Liability Company Interest or Pledged Partnership Interest Controlled by such Grantor and pledged hereunder that is not represented by a certificate shall not be a “security” within the meaning of Article 8 of the Uniform Commercial Code of the applicable issuer’s jurisdiction and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of such Uniform Commercial Code or issue any certificate representing such interest, unless such Grantor provides prior written notification to Agent of such election and immediately pledges any such certificate to Agent pursuant to the terms hereof.

Delivery of Pledged Collateral. Within thirty (a30) Each Certificate shalldays ------------------------------ after the end of each calendar quarter, on (i) each Grantor shall deliver to the Closing Date (with respect to Certificates delivered on Agent, for the benefit of the Holders, all certificates or instruments representing or evidencing the Pledged Collateral acquired by such date) Grantor during such calendar quarter, and (ii) the day on which such Certificate Pledged Collateral shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blankblank and, in the case of Pledged Stock of Subsidiaries of the Grantors formed or acquired after the date hereof, an Acknowledgment executed by such Subsidiary, all in form and substance reasonably satisfactory to the Agent. . If, during any such calendar quarter, (a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of any of the Subsidiaries which have issued Pledged Stock, or any option included within the Pledged Collateral is exercised, or both, or (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (iany subscription warrant(s) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such dateor any other right(s) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice"or option(s) shall be appropriately completed issued in connection with the Pledged Collateral, then all new, substituted and additional shares, warrants, rights, options and other securities issued by reason of any of the foregoing shall be delivered to each Pledged Entity the Agent within thirty (30) days after the end of such calendar quarter and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of shall be held by the existence of this Agreement, a certified copy Agent under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, -------- ------- that nothing contained in this Section 4 shall be delivered by the Grantor deemed to the relevant Pledged Entity and relevant Pledged Partnership Entitypermit any stock --------- dividend, and such Grantor shall have received and delivered to Agent a copy issuance of such Pledge Noticeadditional stock, along with an acknowledgment warrants, rights or options, reclassification, readjustment or other change in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction capital structure of any of the Required Guarantors (Obligors which is not expressly permitted in the Note Purchase Agreement; provided, further, however, that if the Columbia Entities desire any Grantor's failure to take an enforcement action that Required Guarantors have not consented to, so deliver such -------- ------- ------- property to the Agent shall take such enforcement action in no way affect the Lien granted thereon as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsherein provided.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) Grantor hereby agrees to deliver to or for the Closing Date (with respect to Certificates delivered on such date) and (ii) account of the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. (b) With respect . If any Grantor shall become entitled to each uncertificated Limited Liability Company Interest receive or shall receive any Pledged Collateral after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and each uncertificated Partnership Interestshall immediately deliver the same and all certificates, on instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the Closing Date ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments and/or Pledged Debt pledged by such Grantor available to the payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (with respect any such Limited Liability Company Interests and arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Partnership Interests existing on such date) Instruments or Pledged Debt, against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 individually and $5,000,000 in the day on which aggregate for all such Instruments or, in the case of any such Limited Liability Company Interest additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $1,000,000 individually and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice $5,000,000 in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entityaggregate for all such Instruments, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered as determined by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entitygood faith. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) All certificates representing or evidencing any Pledged Collateral that constitutes a Certificated Security, and all Instruments representing or evidencing any Pledged Collateral (in each case, other than any such Pledged Collateral credited to the Closing Date (with respect to Certificates delivered on such date) Account and (ii) registered in the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Datename of Cede & Co.), shall be delivered to and held by Agent, or on behalf of the Lender pursuant hereto and shall be in suitable form for transfer by deliverydelivery or, or as applicable, shall be accompanied by Pledgor’s endorsement, where necessary, or duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. the Lender. Upon the occurrence and during the continuation of an Event of Default (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) as defined in the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing DateNote), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Lender shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent of the Lender or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agent, in furtherance of any action referenced in the previous sentence, Lender shall have the right at any time upon the occurrence and during the continuation of an Event of Default to exchange certificates or instruments Instruments representing or evidencing Pledged Securities Collateral for certificates or instruments Instruments of smaller or larger denominations. (ii) Pledgor hereby represents and warrants that as of the date hereof it has delivered to the Lender (or as directed by the Lender) in the State of New York all original certificates representing or evidencing any Pledged Collateral that constitutes a Certificated Security, and all original Instruments evidencing or representing any Pledged Collateral (in each case, other than any such Pledged Collateral credited to the Account and registered in the name of Cede & Co.), in each case, existing on the date of this Agreement. (iii) If at any time any Pledged Equity shall consist of any Uncertificated Securities that are not credited to the Account, Pledgor shall promptly cause such Pledged Equity to become Certificated Securities and deliver the certificates representing or evidencing such Certificated Securities to the Lender in accordance with paragraph (a)(i) above. (iv) Pledgor hereby represents and warrants that (x) the original stock certificates for shares issued to Pledgor by Issuer, having certificate numbers SII-04599, SII-04600, SII-04627, SII-04628, SII-04630, SII-04631, SII-04632, SII-04633, and SII-04634 (the “Cancelled Certificates”), have been duly surrendered to and cancelled by Issuer prior to the date hereof and (y) as of the date hereof, all such shares and other Equity Interests in Issuer previously represented by the Cancelled Certificates (prior to the date such certificates were surrendered and cancelled) are held by the Account Securities Intermediary in the Account as Financial Assets.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit EXHIBIT A-1 attached hereto (the "Pledge NoticePLEDGE NOTICE") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit EXHIBIT A-2 attached hereto (the "Issuer AcknowledgmentISSUER ACKNOWLEDGMENT"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentSecured Party. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent Secured Party a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Secured Party shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent Secured Party or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shallAll certificates, on (i) agreements or instruments representing or evidencing the Closing Date (with respect Pledged Collateral, to Certificates the extent not previously delivered on such date) and (ii) to the day on which such Certificate Trustee, shall be received or acquired immedi ately upon receipt thereof by a Grantor (with respect to any Certificate received or acquired after the Closing Date), Pledgor be delivered to and held by Agentor on behalf of the Trustee pursuant hereto; provided, however, that to the extent the certificates or notes repre senting the Pledged Securities that have been delivered to the Trustee are in bearer form, the Trustee shall, on request of the Pledgor, release and exchange such certificates or notes for certificates and notes in registered form, issued in the name of the Pledgor and an appropriate amendment to this Agreement shall be executed by the Pledgor. All Pledged Collateral shall be in suitable form for transfer by delivery, delivery or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Trustee. The Trustee shall have the right, during at any time upon the existence occurrence of an Event of Default, Default (as defined in the Indenture) which is continuing and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor (except as required by law), to endorse, assign or otherwise transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent of the Trustee or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agent, in furtherance of any action referenced in the previous sentence, Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. (b) If the issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give the Trustee the right to transfer such Pledged Shares under the terms hereof and provide to the Trustee an opinion of counsel, in form and substance satisfactory to the Trustee, confirming such pledge.

Delivery of Pledged Collateral. All Pledged Collateral (aother than “Excepted Instruments” as defined in Section 4.06 of the Security Agreement and any certificates, agreements or instruments evidencing Pledged Collateral in Immaterial First Tier Foreign Subsidiaries) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered Delivered to and held by or on behalf of the Collateral Agent pursuant hereto; provided that any certificates, agreements or instruments evidencing Pledged Collateral in the first-tier Foreign Subsidiaries set forth on Schedule 4.01(a) shall not be required to be delivered on the Closing Date, but rather shall be delivered to the Collateral Agent within the time periods specified in Schedule 4.01(a); provided, further, that so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Pledged Collateral (unless otherwise provided in Section 2.05(b) of the Security Agreement) (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the Collateral Agent shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Pledged Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, and shall be in suitable form for transfer by delivery, against trust receipt or like document). All Pledged Collateral Delivered hereunder shall be accompanied by duly executed undated endorsements, instruments of any required transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to tax stamps. The Collateral Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time upon the occurrence and during the continuance of an Event of Default, and upon notice to exchange certificates any Loan Party, to cause any or instruments representing all of the Pledged Collateral to be transferred of record into the name of the Collateral Agent or evidencing its nominee. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other material communications received by it with respect to Pledged Securities for certificates Collateral registered in the name of such Loan Party, and the Collateral Agent will promptly give each Loan Party copies of any material notices and material communications received by the Collateral Agent with respect to Pledged Collateral registered in the name of the Collateral Agent or instruments of smaller its nominee or larger denominationscustodian.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) For the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity better perfection of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor Agent's rights in and to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented toCollateral, the Agent Pledgor shall take forthwith, upon the pledge of any Pledged Collateral hereunder, cause such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of Pledged Collateral (Aother than any Class A Preferred Stock) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of such nominee or nominees of the Agent as the Agent shall direct, subject only to the revocable rights specified in Section 5.01(a). The Agent is hereby authorized: (i) to transfer to the account of the Agent any Pledged Collateral whether in the possession of, Agent or any of its nominees any registered in the name of, The Depository Trust Company (the "DTC") or all other clearing corporation or held otherwise; (ii) to transfer to the account of the Agent with any Federal Reserve Bank any Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, Collateral held in furtherance of book entry form with any action referenced in the previous sentence, shall have the right at any time such Federal Reserve Bank; and (iii) to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. To the extent that the Pledged Collateral has not already been transferred to the Agent in a manner sufficient to perfect the Agent's security interest therein, the Pledgor shall promptly deliver or cause to be delivered to the Agent all certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate endorsements. With respect to any Pledged Collateral in the possession of or registered in the name of a custodian bank or nominee therefor, the Pledgor agrees to cause such custodian bank or nominee either to enter into an agreement with the Agent satisfactory to the Agent in form and content confirming that the Pledged Collateral is held for the account of the Agent, or at the discretion of the Agent and subject to the written instructions of the Agent, deliver any such Pledged Collateral to the Agent and/or cause any such Pledged Collateral to be put in bearer form, registered in the name of the Agent or its nominee, or transferred to the account of the Agent with any Federal Reserve Bank, the DTC, or other clearing corporation. With respect to any Pledged Collateral held in an account maintained by the Agent as financial intermediary, the Pledgor hereby gives notice to the Agent of the Agent's security interest in such Pledged Collateral. In addition, the Pledgor agrees that in the event that any Pledged Collateral is held by the Agent in a fiduciary capacity for or on behalf of the Pledgor as the beneficial owner thereof, any agreements executed by the Pledgor in connection therewith are hereby amended to authorize and direct the pledge, hypothecation and/or transfer of such Pledged Collateral to the Agent as secured party by the Agent as fiduciary in accordance with the terms, covenants and conditions of this Agreement. The rights granted to the Agent pursuant to this Agreement are in addition to the rights granted to the Agent pursuant to any such agreements. In case of conflict between the provisions of this Agreement and those of any other such agreement, the provisions hereof shall prevail. To the extent required to effect a pledge to the Agent, the Agent as fiduciary hereby pledges, transfers and grants a security interest in the Pledged Collateral to the Agent as secured party.

Delivery of Pledged Collateral. Subject to Section 4.1 and Section 4.2 of the Loan Agreement and only to the extent any such certificates or instruments exist: (a) Each Certificate shall, on (i) all certificates or instruments representing or evidencing the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate Pledged Collateral shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agentor on behalf of Foothill pursuant hereto (and, in the case of Pledged Shares issued by any Pledged Foreign Issuer, to the extent permitted by applicable foreign law) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent. Foothill; (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interestduring any Triggering Event, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Foothill shall have the rightright to the extent permitted under any applicable law, during the existence of an Event of Default, at any time in its discretion and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor register in its name or any nominee of such Grantor to register or cause to be registered in the name of, Agent or of any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Collateral; (c) Foothill shall have the right at any time to exchange certificates or instruments representing or evidencing any of the Pledged Securities Collateral for certificates or instruments of smaller or larger denominations; and (d) Foothill acknowledges and agrees that, in the case of Pledged Shares issued by any Pledged Foreign Issuer, any Pledgor may deliver to Foothill one or more single certificates representing both Pledged Shares and shares which are not pledged or required to be pledged hereunder (the "Unpledged Shares") and that, upon any Pledgor's written request, Foothill shall cooperate with such Pledgor to permit the exchange of certificates of smaller or larger denominations and shall return to, or permit to be retained by, such Pledgor certificates representing any Unpledged Shares; provided, however, that (i) Foothill shall not be obligated to relinquish possession of any certificates representing (either in whole or in part) Pledged Shares if in the reasonable opinion of Foothill such action would cause the Lien of Foothill with respect to such Pledged Shares to cease to be perfected, and (ii) in no event shall such Pledgor be entitled to the return of certificates representing more than the Excluded Foreign Portion of any Pledged Foreign Issuer.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (Except with respect to Certificates delivered on such dateInvestment Property for which a Securities Account Control Agreement has been executed in accordance with Section 3(g) and (ii) hereof, each Grantor hereby agrees to deliver to or for the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after account of the Closing Date), be delivered to and held by Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. (b) With respect . If any Grantor shall become entitled to each uncertificated Limited Liability Company Interest receive or shall receive any such Pledged Collateral after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and each uncertificated Partnership Interestshall immediately deliver the same and all certificates, on instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the Closing Date ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments and/or Pledged Debt pledged by such Grantor available to the payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (with respect any such Limited Liability Company Interests and arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Partnership Interests existing on such date) Instruments or Pledged Debt , against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 individually and $5,000,000 in the day on which aggregate for all such Instruments or, in the case of any such Limited Liability Company Interest additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $1,000,000 individually and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice $5,000,000 in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entityaggregate for all such Instruments, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered as determined by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entitygood faith. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect The Pledgor agrees promptly to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received deliver or acquired by a Grantor (with respect cause to any Certificate received or acquired after the Closing Date), be delivered to the Collateral Agent for the benefit of the Secured Parties, any and held by Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentPledged Securities. (b) With respect Upon delivery to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interestthe Collateral Agent, on (i) any Pledged Securities required to be delivered pursuant to the Closing Date foregoing paragraph (with respect such Limited Liability Company Interests and such Partnership Interests existing on such datea) of this Section 2.02 shall be accompanied by stock powers, duly executed in blank or other instruments of transfer to the Collateral Agent and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity all other property comprising part of the existence of this Agreement, a certified copy Pledged Collateral delivered pursuant to the terms of this Agreement shall be delivered by the Grantor accompanied to the relevant extent necessary to perfect the security interest in or allow realization on the Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy Collateral by proper instruments of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), assignment duly executed by the relevant Pledgor. Each delivery of Pledged EntitySecurities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I (or a supplement to Schedule I, as applicable) and made a part hereof; provided, that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule so delivered shall be deemed to supplement any prior schedules so delivered. (c) Agent (at Notwithstanding anything to the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented tocontrary in any Notes Document, the Pledgor will not be required (nor, for the avoidance of doubt, will MYT Holdco or the Collateral Agent shall take such enforcement action as the Columbia Entities direct the Agent be required): (i) to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered taken, any actions to perfect the Security Interest by any means other than (to the extent reasonably applicable) (A) filings pursuant to the Uniform Commercial Code in the name of, Agent office of the Secretary of State (or equivalent filing office) of the relevant State(s) of the respective jurisdictions of organization of Pledgor; (B) delivery of Collateral consisting of certificated Common Stock included in the Collateral or (C) as provided in Section 2.07; or (ii) take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of its nominees perfecting the security interest in any or all Pledged Collateral of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsPledgor.

Delivery of Pledged Collateral. (a) Each Certificate shall, on Concurrent with this Agreement: (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate Pledged Interests shall be received delivered, transferred to or acquired placed under the control of the Pledgee by a Grantor (with respect to any Certificate received or acquired after the Closing Date)Pledgor by certificates, be delivered to and held by Agent, and shall be in suitable form for transfer by deliveryinstruments, or other documents now or hereafter representing or evidencing the Pledged Collateral (“Certificates”) and, as appropriate, shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentPledgee; (ii) Pledgor shall deliver to Pledgee such Uniform Commercial Code financing statements, executed by Pledgor and in a form ready for filing, as may be necessary or desirable to perfect and/or evidence the security interests in the Pledged Collateral granted to Pledgee pursuant to this Agreement; and (iii) Pledgor shall deliver satisfactory evidence to Pledgee in its sole discretion that all other filings, recordings, registrations and other actions Pledgee deems necessary or desirable to establish, preserve and perfect the security interests and other rights granted to Pledgee pursuant to this Agreement shall have been made. (b) With respect If Pledgor shall acquire (by purchase, Distribution or otherwise) any additional securities or ownership interest of any kind or nature in, or rights to each uncertificated Limited Liability Company Interest and each uncertificated Partnership InterestDistributions from, on or relating to, Teltronics (icollectively, “Securities”) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which at any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect time or from time to such Limited Liability Company Interests and such Partnership Interests acquired time after the Closing Date)date hereof, a notice Pledgor will forthwith pledge and deliver such Securities (and all certificates or instruments representing such Securities) as collateral with Pledgee and deliver to Pledgee the other documents and evidence described in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice"preceding Section 3(a) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entityeffect any transfer thereof as required hereby, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, together with a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly certificate executed by Pledgor describing such Securities and certifying that the relevant Pledged Entitysame have been duly pledged with Pledgee hereunder. (c) Agent (If Pledgor shall come into possession of any Distribution, including any dividends, distributions, liquidation proceeds, cash or other property paid or distributed with respect to the Stock at any time or from time to time after the direction date hereof, Pledgor shall surrender such Distributions to Pledgee who may apply any such Distributions to any portion of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take Obligations then due or hold such enforcement action Distributions as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all part of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Collateral. (d) Pledgee shall have the right at to appoint one or more agents for the purpose of retaining physical possession of any time to exchange certificates of the Pledged Collateral, which may be held (in the discretion of Pledgee) in the name of Pledgor, or instruments representing endorsed or evidencing Pledged Securities for certificates assigned in blank or instruments in favor of smaller Pledgee or larger denominationsany nominee or nominees of Pledgee or any agent appointed by Pledgee in accordance herewith.

Delivery of Pledged Collateral. (a) Each Certificate shall, on within two (2) business days following (i) the Closing Date (with respect to Certificates delivered existing on such datethe Closing Date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by or on behalf of the Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "“Pledge Notice"”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to the Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "“Issuer Acknowledgment"”), duly executed by the relevant Pledged Entity. (c) The Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, the Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, the Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each With respect to each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing DateDate that is not delivered to Senior Lender), be and (iii) the day on which any such Certificate is delivered to and held Senior Lender, Grantor shall deliver to Bank a letter, countersigned by AgentSenior Lender, and in the form set forth in Exhibit A-1A attached hereto (the "Pledge Letter") or, if Senior Lender does not have possession of such Certificates, Grantor shall be in suitable form for transfer by deliverydeliver to Bank the Certificates, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentBank. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect to such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent Bank a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at Subject to receipt of any and all necessary prior approvals required under the direction of Communications Act and the Required Guarantors (providedFCC Rules, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Bank shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent Bank or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) With respect to any provision in this Agreement which requires any Grantor to deliver possession or control of any negotiable document, instrument, certificated securities, promissory notes, deposit accounts, security accounts, commodity accounts, and letter of credit rights or other Collateral requiring possession or control thereof in order to perfect the security interest of the Lender therein under the Uniform Commercial Code, no such delivery or giving of control to the Lender shall be required to the extent such Collateral is required to be delivered to or control is required to be given to UB in accordance with the UB Credit Agreement, it being understood that the UB is acting as agent and bailee for the benefit of the Lender pursuant to the terms of the Subordination Agreement. (b) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered existing on such date) and (ii) on the day on which such Certificate shall be received date of receipt or acquired acquisition by a any Grantor (with respect to any Certificate Certificates received or acquired after the Closing Date), be delivered to and held by Agent, the Lender and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agentthe Lender, provided that, the Grantors shall not be obligated to deliver any of the foregoing to the extent inconsistent with the Subordination Agreement. (bc) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such to Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which date of acquisition by any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date)) of any Limited Liability Company Interest, a notice substantially in the form set forth in Exhibit A-1 attached hereto Schedule G (the "Pledge “Limited Liability Company Notice"”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent the Lender a copy of such Pledge Limited Liability Company Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto Schedule G (the "Issuer “Limited Liability Company Acknowledgment"”), duly executed by the relevant Pledged Entity. (cd) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) The Lender shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure saleGrantor, to transfer to, to or to direct the applicable each Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent of the Lender or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agent, in furtherance of any action referenced in the previous sentence, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) Grantor hereby agrees to deliver to or for the Closing Date (with respect to Certificates delivered on such date) and (ii) account of the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. (b) With respect . If any Grantor shall become entitled to each uncertificated Limited Liability Company Interest receive or shall receive any Pledged Collateral after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and, upon request of the Administrative Agent, shall promptly deliver the same and each uncertificated Partnership Interestall certificates, on instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the Closing Date ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments pledged by such Grantor available to the payor of any such Instrument for purposes of presentation, collection or renewal (with respect any such Limited Liability Company Interests and arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Partnership Interests existing on such date) Instruments, against trust receipt or like document), and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of unless an Event of DefaultDefault shall have occurred and be continuing, without notice to each Grantor may retain any additional Pledged Collateral consisting of the GrantorsInstruments with a face value of less than $250,000 or, in connection the case of any such additional Pledged Collateral with no face value, then such additional Pledged Collateral with a commercially reasonable foreclosure salefair market value of less than $250,000, to transfer to, or to direct the applicable Grantor or any nominee of as determined by such Grantor to register or cause to be registered in good faith, as long as the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance aggregate amount of any action referenced in such Instruments so retained by the previous sentence, Grantors shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsnot exceed $1,000,000.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) All certificates and (ii) the day on which such Certificate shall be received other instruments at any time owned or acquired by a Grantor (with respect to any Certificate received the Pledgor representing or acquired after evidencing the Closing Date), Pledged Shares shall be delivered to and held by Agent, or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. . Upon the occurrence and during the continuance of an Event of Default (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Dateas defined herein), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Collateral Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, upon written instructions from any Agent and without notice to any of the Grantors, in connection with a commercially reasonable foreclosure salePledgor, to transfer to, to or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, of the Collateral Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company InterestsCollateral. In addition, Agentupon the occurrence and during the continuance of an Event of Default, in furtherance of any action referenced in the previous sentence, Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. (b) If there shall occur a change in applicable law or regulations regarding (i) the steps necessary to obtain and maintain a perfected security interest in any Pledged Collateral or (ii) the ability to obtain a security interest directly in any license granted by the Federal Communications Commission or Governmental Body succeeding to the functions thereof (the "FCC"), or if there is Pledged Collateral for which the foregoing procedures are not effective to perfect a security interest, the Pledgor will immediately upon its becoming aware thereof so notify the Collateral Agent and will deliver to the Collateral Agent an Opinion of Counsel setting forth the steps necessary for the Collateral Agent to obtain and maintain such a perfected security interest in the Pledged Collateral affected by such change or for which the foregoing procedures are not effective to perfect a security interest, and the Pledgor and the Collateral Agent, instead of (or in addition to) the actions specified in this Section 3, shall take such other action, as specified in such Opinion of Counsel, as will create and maintain such perfected security interest. (c) Upon the execution and delivery of this Agreement, the Pledgor will file proper financing statements or amendments thereto with the appropriate office or offices under the Uniform Commercial Code in the State of New York, covering the Pledged Collateral described in this Agreement and, thereafter, such renewals, amendments or continuations thereof or such additional financing statements in such additional offices in such jurisdictions or in the appropriate filing offices in such additional jurisdictions as shall be required from time to time under the UCC in order to perfect and to continue the perfection of the security interest in the Pledged Collateral.

Delivery of Pledged Collateral. (a) Each Certificate shallAll certificates, on (i) agreements or instruments representing or evidencing the Closing Date (with respect Pledged Collateral, to Certificates the extent not previously delivered on such date) and (ii) to Collateral Agent, shall immediately upon receipt thereof by the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), Pledgor be delivered to and held by Agent, and or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery, delivery or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably ___________________________________________ Footnote continued from previous page. 338 ___________________________________________ satisfactory to Collateral Agent. (b) With respect . Subject to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity provisions of the existence Section 29 of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Collateral Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, at any time upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantorsendorse, in connection with a commercially reasonable foreclosure sale, assign or otherwise transfer to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, of Collateral Agent or any of its nominees any or all of the Pledged SecuritiesCollateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, Pledged Partnership Interests assignment or Pledged Limited Liability Company Interestsother transfer made pursuant to the preceding sentence. In addition, Agentupon the occurrence and during the continuance of an Event of Default, in furtherance of any action referenced in the previous sentence, Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. If an issuer of Pledged Shares is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then the Pledgor shall, to the extent permitted by applicable law, record such pledge on the stock register of such issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent the right to transfer the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance satisfactory to Collateral Agent, confirming such pledge. Notwithstanding any provision of this Section 4 to the contrary, if the exercise of any rights provided in this Section 4 or Section 10 relates to the ownership or control of any radio, television or other license, permit, certificate or approval granted or issued by the FCC or any other Governmental Authority (including, without limitation, any multichannel or single channel multipoint distribution service, local multipoint distribution service, operational-fixed microwave service, cable television relay service station, business radio, instructional television fixed service, earth station or experimental licenses or permits issued by the FCC) (each, a "Governmental License") held by the Pledgor or a subsidiary of the Pledgor and it may be necessary to obtain the consent or approval of the FCC prior to the exercise of such rights, the provisions of Section 29 of this Agreement shall apply. Supplements, Further Assurances. ___________________________________________ Footnote continued from previous page. 339 ___________________________________________ The Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, the Pledgor shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. The Pledgor shall, upon obtaining any Pledged Shares of any Person promptly (and in any event within three Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Exhibit 1 hereto (the "Pledge Amendment"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such Pledged Collateral. The Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Delivery of Pledged Collateral. (a) Each Certificate shallExcept as set forth in Section 4.1(f) of the Loan Agreement, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such each Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, Lender and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentLender. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "“Pledge Notice"”) shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent Lender a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "“Issuer Acknowledgment"”), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Lender shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent Lender or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations. (d) Each Grantor acknowledges and agrees that (i) each Limited Liability Company Interest or Partnership Interest Controlled by such Grantor and pledged hereunder that is represented by a certificate shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall be governed by Division 8 of the Uniform Commercial Code and (ii) each such interest shall at all times hereafter be represented only by a certificate. (e) Each Grantor further acknowledges and agrees that (i) each Limited Liability Company Interest or Partnership Interest Controlled by such Grantor and pledged hereunder that is not represented by a certificate shall not be a “security” within the meaning of Division 8 of the Uniform Commercial Code and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Division 8 of the Uniform Commercial Code or issue any certificate representing such interest, unless such Grantor provides prior written notification to Lender of such election and immediately pledges any such certificate to Lender pursuant to the terms hereof.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate All certificates currently representing Pledged Equity shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to Secured Party (or its custodian, nominee or other designee) on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral from time to time required to be pledged to Secured Party pursuant to the terms hereof (the “Additional Collateral”) shall be delivered (to the extent required to be delivered pursuant to the immediately preceding sentence) to Secured Party (or its custodian, nominee or other designee) promptly upon receipt thereof by or on behalf of Debtor. All such certificates and instruments shall be held by Agent, or on behalf of Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment or undated stock or equity powers executed in blank, all in form and substance reasonably satisfactory to AgentSecured Party. If any Pledged Collateral consists of uncertificated securities, then Debtor shall cause each issuer of such securities to agree that it will comply with instructions originated by Secured Party with respect to such securities without further consent by Debtor. (ii) Within thirty (30) business days of the receipt by Debtor of any Additional Collateral, a Pledge Amendment, duly executed by Debtor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to Secured Party in respect of the Additional Collateral to be pledged pursuant to this Pledge Agreement and the Note. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Debtor hereby authorizes Secured Party to attach each Pledge Amendment to this Pledge Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to Secured Party shall for all purposes hereunder constitute Pledged Collateral and Debtor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership InterestIf Debtor shall receive, on by virtue of such Debtor’s being or having been an owner of any Pledged Collateral, any (i) the Closing Date stock, partnership interest, or equity certificate (including, without limitation, any certificate representing a stock, partnership interest, or equity dividend or distribution in connection with respect such Limited Liability Company Interests and such Partnership Interests existing on such dateany increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, interests, stock or equity split, spin-off or split-off) and or other instrument, evidencing any Pledged Collateral, (ii) the day on which option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, (iii) dividends payable in cash (except such Limited Liability Company Interest and any such Partnership Interest shall dividends permitted to be acquired retained by a Grantor (Debtor pursuant to Section 8 hereof) or in securities or other property with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each any Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at the direction of the Required Guarantors (provided, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities Collateral or (Biv) such time as the Required Guarantors have provided their consent to such enforcement actions)) shall have the right, during the existence of an Event of Default, without notice to any of the Grantors, dividends or other distributions in connection with a commercially reasonable foreclosure salepartial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus, or paid-in surplus with respect to any Pledged Collateral, Debtor shall receive such stock, partnership interest, or equity certificate, instrument, option, right, payment or distribution in trust for the benefit of Secured Party, shall segregate it from Debtor’s other property and shall deliver it forthwith to Secured Party, (to the extent required to be delivered in accordance with the first sentence of Section 4(a)(i) hereof), in the exact form received, with any necessary endorsement and/or appropriate stock, transfer, or equity powers duly executed in blank, to transfer tobe held by Secured Party (or its custodian, nominee or to direct other designee) as Pledged Collateral and as further collateral security for the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominationsSecured Obligations.

Delivery of Pledged Collateral. (a) Each Certificate shall, on (i) the Closing Date (with respect to Certificates delivered on such date) and (ii) the day on which such Certificate shall be received or acquired by a Grantor (with respect to any Certificate received or acquired after the Closing Date), be delivered to and held by Agent, Lender and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to AgentLender. (b) With respect to each uncertificated Limited Liability Company Interest and each uncertificated Partnership Interest, on (i) the Closing Date (with respect to such Limited Liability Company Interests and such Partnership Interests existing on such date) and (ii) the day on which any such Limited Liability Company Interest and any such Partnership Interest Intersest shall be acquired by a Grantor (with respect to such Limited Liability Company Interests and such Partnership Interests acquired after the Closing Date), a notice in the form set forth in Exhibit A-1 attached hereto (the "Pledge Notice") shall be appropriately completed and delivered to each Pledged Entity and each Pledged Partnership Entity, notifying each Pledged Entity and each Pledged Partnership Entity of the existence of this Agreement, a certified copy of this Agreement shall be delivered by the Grantor to the relevant Pledged Entity and relevant Pledged Partnership Entity, and such Grantor shall have received and delivered to Agent Lender a copy of such Pledge Notice, along with an acknowledgment in the form set forth in Exhibit A-2 attached hereto (the "Issuer Acknowledgment"), duly executed by the relevant Pledged Entity. (c) Agent (at Subject to receipt of any and all necessary prior approvals required under the direction of Communications Act and the Required Guarantors (providedFCC Rules, that if the Columbia Entities desire to take an enforcement action that Required Guarantors have not consented to, the Agent shall take such enforcement action as the Columbia Entities direct the Agent to take, provided further, that Agent shall not take such enforcement action until the earlier of (A) the 120th day after receipt by Agent of written notice of such enforcement action from the Columbia Entities or (B) such time as the Required Guarantors have provided their consent to such enforcement actions)) Lender shall have the right, upon the occurrence and during the existence continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, Agent Lender or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests. In addition, Agent, in furtherance of any action referenced in the previous sentence, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.