Common use of Delivery of Pledged Collateral Clause in Contracts

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or the Pledgee on behalf of Collateral Agent the Lenders pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, together with an executed Form 4 (the form of which is attached hereto as Schedule B), all in form and substance reasonably satisfactory to the Pledgee and the Lenders. The Pledgor hereby instructs the Company, and the Company hereby agrees, to promptly deliver directly to the Pledgee all stock certificates, instruments or other documents evidencing or constituting Pledged Collateral Agentissued by the Company after the date of this Agreement, marked to show recordation by the Company of the pledge thereof to the Trustee. If any such certificates, instruments or documents are delivered to the Pledgor, the Pledgor shall hold in trust for the Pledgee upon receipt, and immediately thereafter transfer to the Pledgee, any such certificates, instruments or documents (except, until the Pledgee has requested a transfer of the Pledged Collateral Agent pursuant to Section 1.6(b) hereof, cash dividends and interest paid in respect of the Pledged Collateral). The Pledgor shall also promptly deliver to the Company executed Form(s) 4 with respect to all Pledged Collateral and to the Pledgee duly executed instruments of transfer or assignment in blank relating to all Pledged Collateral delivered to the Pledgee. (b) The Pledgee shall have the right, at any time time, in its discretion and upon notice to the Pledgor, following the occurrence and continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise file a Form 5 (the form of which is attached hereto as Schedule C) with respect to the Pledged Collateral with the Company and to transfer to or to register in the name names of Collateral Agent the Lenders or any of its their nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Pledgee shall have the right at any time right, if an Event of Default shall have occurred and be continuing, to exchange certificates or instruments representing or evidencing Pledged 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) 5.1 All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral AgentTrustee, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent Trustee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments powers of transfer or assignment attorney endorsed in blank, all in form and substance reasonably satisfactory to Collateral AgentTrustee. Collateral Agent Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to endorse, assign or otherwise transfer to or to register obtain registration in the name of Collateral Agent Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent Trustee shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. If requested by Trustee at any time, Pledgor will execute and deliver to Trustee a stock transfer direction to the transfer agent of the Pledged Collateral, if applicable; provided that Trustee will only exercise such stock transfer direction upon the occurrence of and during the continuance of an Event of Default. (b) 5.2 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 Collateral Agent Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent Trustee an opinion of counsel, in form and substance reasonably satisfactory to Collateral AgentTrustee, confirming such pledge.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (aor, if applicable, concurrently with its execution and delivery of a Supplement) All certificates, agreements will deliver to the Administrative Agent all certificates or instruments other documents representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by of such Pledgor be delivered to and held by 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 instruments of transfer or assignment in blank, all in form and substance reasonably each case satisfactory to the Administrative Agent, all of which shall remain in the custody of the Administrative Agent or its nominee. If the constating documents of any Issuer restrict the transfer of the securities of such Issuer, then the applicable Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral Agentby the Administrative Agent or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral Agent shall have the rightthat is in registrable form may, at any time upon the occurrence option of an Event of Default and without notice to Pledgorthe Administrative Agent, to endorse, assign or otherwise transfer to or to register be registered in the name of Collateral Administrative Agent or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required by the Administrative Agent, all such instruments, documents and agreements as the Administrative Agent in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of its nominees any Pledged Collateral of such Pledgor from such Pledgor to the Administrative Agent or all a nominee of the Pledged CollateralAdministrative Agent. In addition, Collateral the Administrative Agent shall have the right at any time to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. (b) . If the issuer Administrative Agent so requests, any endorsement on any certificate representing any of the Pledged Shares is incorporated in Collateral will also be guaranteed by a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, Canadian or United States bank or other financial institution acceptable 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Administrative Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificatesFor the better perfection of the Bank’s rights in and to the Pledged Collateral, agreements Pledgor shall deliver to the Bank, in form and substance satisfactory to the Bank, all certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by Pledgor’s endorsement or duly executed instruments of transfer or assignment in blank. To the extent that the Pledged Collateral has not already been transferred to the Bank in a manner sufficient to perfect the Bank’s security interest therein, Pledgor shall promptly deliver or cause to be delivered to the Bank all in form certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate assignments and substance reasonably satisfactory to Collateral Agentendorsements. Collateral Agent shall have the right, at any time upon Upon the occurrence and during the continuation of an Event of Default and without notice Default, if requested by the Bank, Pledgor shall immediately cause such Pledged Collateral to Pledgor, to endorse, assign or otherwise transfer to or to register be registered in the name of Collateral Agent the Bank or any of its such nominee or nominees any or all of the Bank as the Bank shall direct. Upon the occurrence and during the continuation of an Event of Default, the Bank is hereby authorized: (i) to the extent permissible, to transfer to the account of the Bank any Pledged Collateral. In additionCollateral whether in the possession of, or registered in the name of, The Depository Trust Company (the “DTC”) or other clearing corporation or held otherwise; (ii) to transfer to the account of the Bank with any Federal Reserve Bank any Pledged Collateral Agent shall have the right at held in book entry form with any time such Federal Reserve Bank; and (iii) to exchange certificates representing or evidencing Pledged Collateral for certificates 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All Each Credit Party represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged CollateralCollateral in existence on the Closing Date (if any), as set forth on Schedule 4.3, have been delivered to the extent not previously delivered to Collateral Agent, for the benefit of the Lenders, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. Each Credit Party hereby agrees that all certificates, agreements or instruments representing or evidencing Pledged Collateral acquired by such Credit Party after the Closing Date shall immediately upon promptly (but in any event within five (5) Business Days after receipt thereof by Pledgor such Credit Party) be delivered to and held by or on behalf of the Collateral Agent Agent, for the benefit of the Lenders, pursuant hereto. All Pledged Collateral consisting of Certificated Securities shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentAgent or the Lenders. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an any Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent Agent, the Lenders or any of its their nominees or endorse for negotiation any or all of the Pledged Collateral, without any indication that such Pledged Collateral are subject to the security interest hereunder. In addition, Collateral Agent upon the occurrence and during the continuance of an Event of Default, the Lenders shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements Each Grantor hereby agrees that all certificates or instruments representing or evidencing the Pledged Collateral, Collateral acquired by such Grantor after the date hereof shall promptly (but in any event within 10 Business Days after acquisition thereof] by such Grantor or such longer period as may be agreed to in writing by the extent not previously delivered to Control Co-Collateral Agent, shall immediately upon receipt thereof by Pledgor Agent in its sole discretion together with a Pledged Collateral Supplement) be delivered to and held by or on behalf of the Control Co-Collateral Agent pursuant hereto. All certificates or instruments representing or evidencing the Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Control Co-Collateral Agent. The Control Co-Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an any Event of Default and without notice subject to Pledgorthe Intercreditor Agreement, to endorse, assign or otherwise transfer to or to register in the name of the Control Co-Collateral Agent or any of its nominees or endorse for negotiation any or all of the Pledged Collateral, without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, the Control Co-Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Pledgee, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent the Pledgee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agentthe Pledgee. Collateral Agent The Pledgee shall have the right, at any time upon after the occurrence and during the continuance of an Event of Default and without notice to the Pledgor, (i) to endorse, assign or otherwise transfer to transfer, or to register in the name of Collateral Agent the Pledgee or any of its nominees nominees, any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time and (ii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If any entity in which the issuer of Pledged Shares Pledgor acquires capital stock after the date hereof 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 the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete the pledge and give Collateral Agent contemplated by this Agreement (including the right of the Pledgee to transfer such Pledged Shares under the terms hereof hereof) and shall provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentthe Pledgee, confirming the validity, perfection and priority of such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral AgentTrustee, shall immediately upon receipt thereof by each Pledgor be delivered to and held by or on behalf of Collateral Agent Trustee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral AgentTrustee. Collateral Agent Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent Trustee shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates 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 the applicable 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 Collateral Agent Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent Trustee an opinion Opinion of counselCounsel, in form and substance reasonably satisfactory to Collateral AgentTrustee, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agentthe Trustee, shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of Collateral Agent the Trustee pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agentthe Trustee. Collateral Agent The Trustee shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent the Trustee or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent the Trustee shall have the right at any time upon the occurrence and during the continuance of an Event of Default to exchange certificates representing or evidencing Pledged Collateral for certificates 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 the applicable 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 Collateral Agent the Trustee the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent the Trustee an opinion Opinion of counselCounsel, in form and substance reasonably satisfactory to Collateral Agentthe Trustee, confirming such pledge. Any such Opinion of Counsel confirming the pledge shall be updated on an annual basis.

Delivery of Pledged Collateral. Each of the Pledgors, concurrently with its execution and delivery of this Agreement (aor, if applicable, concurrently with its execution and delivery of a Supplement) All certificates, agreements will deliver to the Lender all certificates or instruments other documents representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by of such Pledgor be delivered to and held by 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 instruments of transfer or assignment in blank, all in form and substance reasonably each case satisfactory to the Lender, all of which shall remain in the custody of the Lender or its nominee. If the constating documents of any Issuer restrict the transfer of the securities of such Issuer, then the applicable Pledgor will also deliver to the Lender a certified copy of a resolution of the directors or shareholders of such Issuer (as required) consenting to the transfers contemplated by this Agreement, including any prospective transfer of the Pledged Collateral Agentby the Lender or its nominee upon a realization on the security constituted by this Agreement in accordance with this Agreement. All Pledged Collateral Agent shall have the rightthat is in registrable form may, at any time upon the occurrence option of an Event of Default and without notice to Pledgorthe Lender, to endorse, assign or otherwise transfer to or to register be registered in the name of Lender or its nominee. Each Pledgor agrees to execute and deliver to the appropriate persons, promptly if and when required by the Lender, all such instruments, documents and agreements as the Lenders in its discretion may deem necessary to effect a change in the shareholders' register of any Issuer of any Pledged Collateral Agent of such Pledgor from such Pledgor to the Lender or any of its nominees any or all a nominee of the Pledged CollateralLender. In addition, Collateral Agent the Lender shall have the right at any time to exchange certificates or other documents representing or evidencing any Pledged Collateral for certificates or other documents of smaller or larger denominations. (b) . If the issuer Lender so requests, any endorsement on any certificate representing any of the Pledged Shares is incorporated in Collateral will also be guaranteed by a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shall, Canadian or United States bank or other financial institution acceptable 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledgeLender.

Delivery of Pledged Collateral. (a) All certificates, agreements agreements, notes or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by any Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant heretohereto except that stock certificates or other evidence of Pledged Collateral relating to corporations incorporated outside of the United States may be held by foreign counsel under an escrow arrangement satisfactory to Agent. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of any Pledged Shares Securities is incorporated organized in a jurisdiction which does not permit the use of certificates to evidence equity or partnership ownership, as the case may be, or if any of the Pledged Securities are not evidenced by certificates of ownership or other evidence of partnership interests, as the case may be, then the Pledgor that pledged such Pledged Securities shall, to the extent permitted by applicable law, record such pledge on the stock register or books of the 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 such Pledged Shares Securities under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements Pledgor hereby agrees that all certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall be immediately upon receipt thereof by Pledgor be delivered to and held at all times by or on behalf of the Collateral Agent pursuant hereto. All Pledged hereto at the Collateral Agent's office in the State of New York and shall be in suitable form for transfer by delivery delivery, or shall be issued in the name of Pledgor and accompanied by duly executed instruments of transfer or assignment duly executed in blankblank and undated, and in either case having attached thereto all requisite Federal or state stock transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent. All securities, whether certificated, uncertificated or book entry, if any, representing or evidencing the Pledged Collateral shall be registered in the name of the Collateral Agent or any of its nominees by book entry or in any other appropriate manner that is acceptable to the Collateral Agent, so as to properly identify the interest of the Collateral Agent therein. In addition, the Collateral Agent shall have the right, at any time upon following the occurrence of an Event of Default and without notice (as defined in any of the Notes or in any of the Indentures with respect to Pledgorthe Notes), in its discretion to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, The Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing all or any portion of the Pledged Collateral for certificates or instruments of smaller or larger denominationsdenominations in the same aggregate amount. (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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements certificates and other instruments at any time owned or instruments acquired by the Pledgor representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, Shares shall immediately upon receipt thereof by Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Pledged Collateral hereto and shall be in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default (as defined herein), the Collateral Agent shall have the right, at any time upon written instructions from the occurrence of an Event of Default Old Note Trustee or the New Note Trustee and without notice to the Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged 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 issuer of steps necessary to obtain and maintain a perfected security interest in any Pledged Shares is incorporated Collateral or (ii) the ability to obtain a security interest directly in a jurisdiction which does not permit any license granted by the use of certificates to evidence equity ownership, then Pledgor shall, Federal Communications Commission or Governmental Body succeeding to the extent permitted by applicable lawfunctions thereof (the "FCC"), record such pledge on or if there is Pledged Collateral for which the stock register of foregoing procedures are not effective to perfect a security interest, the issuer, execute any customary stock pledge forms or other documents necessary or appropriate to complete Pledgor will immediately upon its becoming aware thereof so notify the pledge and give Collateral Agent and will deliver to the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion Opinion of counselCounsel 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, in form and substance reasonably satisfactory to the Pledgor and the Collateral Agent, confirming instead of (or in addition to) the actions specified in this Section 3, shall take such pledgeother 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) All certificates, agreements Pledgor hereby agrees that all certificates or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall be immediately upon receipt thereof by Pledgor be delivered to and held at all times by or on behalf of the Collateral Agent pursuant hereto. All Pledged hereto at the Collateral Agent's office in the State of New York and shall be in suitable form for transfer by delivery delivery, or shall be issued in the name of Pledgor and accompanied by duly executed instruments of transfer or assignment duly executed in blankblank and undated, and in either case having attached thereto all requisite Federal or state stock transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent. All securities, whether certificated, uncertificated or book entry, if any, representing or evidencing the Pledged Collateral shall be registered in the name of the Collateral Agent or any of its nominees by book entry or in any other appropriate manner that is acceptable to the Collateral Agent, so as to properly identify the interest of the Collateral Agent therein. In addition, the Collateral Agent shall have the right, at any time upon following the occurrence of an Event of Default and without notice (as defined in the Securities or in the Indenture), in its discretion to Pledgor, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, The Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing all or any portion of the Pledged Collateral for certificates or instruments of smaller or larger denominationsdenominations in the same aggregate amount. (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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agent. Subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, assignment or other transfer made pursuant to the preceding sentence. In addition, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the 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 the 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 such the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge. (c) 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 227 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.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing rep- resenting or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by any Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent shall have the right, at any time upon the occurrence of an Event of Default and without notice to any Pledgor, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of any Pledged Shares Securities is incorporated organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, or if any of the Pledged Securites are not evidenced by certificates of ownership, then the Pledgor that pledged such Pledged Securities shall, to the extent permitted by applicable law, record such pledge on the stock register or books of the 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 such Pledged Shares Securities under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral Agent, shall immediately upon receipt thereof by the Pledgor be delivered to and held by or on behalf of Collateral Agent pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral Agent. Subject to the provisions of Section 29 of this Agreement, Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to endorse, assign or otherwise transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Collateral. Collateral Agent shall provide the Pledgor with notice of any endorsement, assignment or other transfer made pursuant to the preceding sentence. In addition, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) . If the 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 the 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 200 transfer such the Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably 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.

Delivery of Pledged Collateral. (a) All certificates, agreements or instruments representing or evidencing the Pledged Collateral, to the extent not previously delivered to Collateral the Agent, shall immediately upon receipt thereof by Pledgor the Company be delivered to and held by or the Agent on behalf of Collateral Agent the Lenders pursuant hereto. All Pledged Collateral shall be in suitable form for transfer by delivery or and shall be accompanied by duly executed instruments of transfer or assignment in blankblank (with signatures appropriately guaranteed), all in form and substance reasonably satisfactory to Collateral the Agent. Collateral The Agent shall have the right, at any time upon after the occurrence and during the continuance of an Event of Default and without notice to Pledgorthe Company, to endorse, assign or otherwise transfer to or to register in the name of Collateral the Agent or any of its nominees any or all of the Pledged Collateral. In addition, Collateral the Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations. (b) If the issuer of Pledged Shares any Subsidiary is incorporated in a jurisdiction which does not permit the use of certificates to evidence equity ownership, then Pledgor shallthe Company shall cause such Subsidiary, to the extent permitted by applicable law, to 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 Collateral the Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral the Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agentit, confirming such pledge. (c) Notwithstanding anything to the contrary in this Agreement, if any Pledged Shares (whether now owned or hereafter acquired) are uncertificated securities, the Company shall promptly notify any Agent thereof, and shall promptly take all actions required to perfect the security interests of the Agent under applicable law (including, in any event, under Sections 8-106 and 9- 115 of the Massachusetts Uniform Commercial Code, if applicable). The Company further agrees to take such actions as the Agent deems reasonably necessary or desirable to effect the foregoing and to permit the Agent to exercise any of its rights and remedies hereunder, and agrees to provide an opinion of counsel reasonably satisfactory to the Agent with respect to any such pledge of uncertificated securities promptly upon request of the Agent.

Delivery of Pledged Collateral. (a) All certificatesSubject to the Intercreditor Agreement, agreements each Grantor hereby agrees that all certificates or instruments representing or evidencing the Pledged Collateral, to Collateral acquired by such Grantor after the extent not previously delivered to Collateral Agent, date hereof shall immediately upon receipt promptly (but in any event within 10 Business Days after acquisition thereof by Pledgor such Grantor or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion together with a Pledged Collateral Supplement) be delivered to and held by or on behalf of the Applicable Collateral Agent pursuant hereto. All certificates or instruments representing or evidencing the Pledged Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of an any Event of Default and without notice subject to Pledgorthe Intercreditor Agreement, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Pledged Collateral, without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, the Applicable Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Pledged Collateral for certificates 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 Collateral Agent the right to transfer such Pledged Shares under the terms hereof and provide to Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to Collateral Agent, confirming such pledge.