Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned certificates, promissory notes and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement“Transfer Materials”), all in form and substance reasonably satisfactory to the case Collateral Agent. If any Collateral consists of any uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Pledged Securities acquired securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such Grantor after securities without further consent by the date hereofPledgors. (b) Upon delivery to the Administrative AgentIf any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any Pledged Securities shall be accompanied by undated certificate representing a stock powers duly executed by the applicable Grantor dividend or distribution in blank connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and instrument, (ii) all option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property comprising part or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and segregate it from such Pledgor’s other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, property and shall supplementdeliver it forthwith to the Collateral Agent in the exact form received, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required together with appropriate Transfer Materials, to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor’s being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All certificates or cause to instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on pursuant hereto to the date hereof, in the case of any such Pledged Securities owned extent required by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), any Additional First Lien Agreement or any Intercreditor Agreement then in the case of any such Pledged Securities acquired effect and shall be in suitable form for transfer by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agentdelivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuance of an Event of Default and documents as with notice to the Administrative Agent may reasonably request and (ii) all other property comprising part relevant Pledgor, to transfer to or to register in the name of the Collateral shall be accompanied by undated proper instruments Agent or any of assignment duly executed by its nominees any or all of the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably requestPledged Shares. Each delivery of Pledged Securities Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing such securitiesthe securities theretofore and then being pledged hereunder, which schedule shall be deemed attached to, hereto as Schedule 1 and shall supplement, Schedule IV and be made a part hereof; , provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities. Each schedule so delivered shall supersede any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All original stock certificates or cause to instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Agent any Collateral Trustee pursuant hereto and all Pledged Securities (i) on the date hereofshall be in suitable form for transfer by delivery, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent Collateral Trustee; provided that prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Pledgors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). The Collateral Trustee shall have the right, at any time after the occurrence and by such other instruments during the continuance of an Event of Default and documents as with notice to the Administrative Agent may reasonably request and (ii) all other property comprising part relevant Pledgor, to transfer to or to register in the name of the Collateral shall be accompanied by undated proper instruments Trustee or any of assignment duly executed by its nominees any or all of the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably requestPledged Shares. Each delivery of Pledged Securities Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing such securitiesthe securities theretofore and then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 1 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide deliver or attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If securities; provided, further, that the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held failure by the Administrative Agent under, the Pledge Agreement for Collateral Trustee to attach any schedule so long as such Collateral continues to delivered shall not constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the a Default or Event of Default hereunder or under any other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at Credit Document. Each schedule so delivered shall supersede any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreementprior schedules so delivered.

Delivery of the Collateral. Subject to the terms of the Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (aother than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) Each Grantor agrees shall be promptly delivered (or otherwise delivered within the time periods required by the Credit Agreement with respect to deliver any delivery in connection with the formation or cause acquisition (within the meaning of Section 6.12 of the Credit Agreement) of any Subsidiary) to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Credit Agreement and Section 9(b) of this Agreement (provided that any Collateral required to be delivered to other than in connection with the Administrative Agent any and all Pledged Securities formation or acquisition (i) on within the date hereof, in the case meaning of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under Section 6.12 of the Credit Agreement), in the case ) of any Subsidiary shall not be required to be delivered prior to the end of the fiscal quarter during which such Pledged Securities Collateral was acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agentany Pledgor). Such Collateral shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or required by such other instruments and documents as law), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied have the right to exchange the certificates representing Pledged Shares held by undated proper instruments it for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities theretofor and then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. Pledgor represents that the Collateral is non- certificated, and Pledgor shall cause Access Point (aor its designated custodian, nominee or other designee) Each Grantor agrees to deliver become the registered holder of the Collateral, or cause each issuer of such securities to agree that it will comply with instructions originated by Access Point (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. In the event that any promissory notes, certificates and or other instruments shall, at any time in the future, constitute Collateral or otherwise required to be pledged to Access Point pursuant to the terms of this Agreement (the “Additional Collateral”), such promissory notes, certificates or other instruments shall be delivered to the Administrative Agent any Access Point promptly upon receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and all Pledged Securities (i) on the date hereof, instruments shall be held by Access Point pursuant hereto and shall be delivered in the case of any such Pledged Securities owned suitable form for transfer by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment or undated transfer powers executed in blank, all in form and substance reasonably satisfactory to Access Point. If any Collateral, now or in the Administrative Agent and by future, consists of securities entitlements, Pledgor shall transfer such securities entitlements to Access Point (or its designated custodian, nominee or other instruments and documents as the Administrative Agent may reasonably request and (iidesignee) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by or cause the applicable Grantor in blank and such securities intermediary to agree that it will comply with entitlement orders by Access Point (or its designated custodian, nominee or other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (cdesignee) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held consent by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.Pledgor. ​

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "PLEDGE AMENDMENT"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Certificated Securities, Tangible Chattel Paper or cause to Instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery pursuant hereto to the Administrative Agentextent required by the First Lien Credit Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to Tangible Chattel Paper or an Instrument if the Fair Market Value of such Tangible Chattel Paper or Instrument as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All certificates or cause to instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any pursuant hereto and all Pledged Securities (i) on the date hereofshall be in suitable form for transfer by delivery, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents without notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities theretofore and then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities. Each schedule so delivered shall supersede any prior schedules so delivered. (cb) If As soon as practicable and in any event within 60 days of the Borrower Closing Date, or such later date as the Collateral Agent may reasonably determine after any Guarantors hereafter acquire request for extension by the Borrower, each relevant Pledgor shall execute any document or hold agreement and shall carry out any Principal Property formality or perfection steps that are required in connection with the pledge over Pledged Shares issued by ▇▇▇▇▇▇▇ Company Canada which the Collateral that would be required Agent reasonably determines is necessary under any relevant Applicable Law to be pledged hereunder but create a perfected first priority security interest in such Collateral, securing the payment of the Obligations, in favor of the Collateral Agent, for the exclusion in clause (D) ratable benefit of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge ObligationsSecured Parties enforceable vis-à-vis third parties. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. Subject to the terms of any applicable Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (aother than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) Each Grantor agrees shall be promptly delivered (or otherwise delivered within the time periods required by the Term Loan Credit Agreement with respect to deliver any delivery in connection with the formation or cause acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement) of any Subsidiary) to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Term Loan Credit Agreement (provided that any Collateral required to be delivered other than in connection with the formation or acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement and Section 9(b) of this Agreement) of any Subsidiary shall not be required to be delivered prior to the Administrative Agent any and all Pledged Securities (i) on end of the date hereof, in the case of any fiscal quarter during which such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Collateral was acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agentany Pledgor). Such Collateral shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or required by such other instruments and documents as law), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral shall be accompanied Agent or any of its nominees any or all of the Pledged Shares. Subject to the terms of any applicable Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by undated proper instruments of assignment duly executed by it with respect to Pledged Shares registered in the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity name of such pledge Pledgor. After the occurrence and during the continuance of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) an Event of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed Default and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions terms of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party theretoapplicable Intercreditor Agreement, the security interests created hereunder in such Collateral securing Agent shall have the Obligations shall, automatically and without further action, be governed by, subject right to exchange the provisions of, and deemed certificates representing Pledged Shares held by the Administrative Agent under, the Pledge Agreement it for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at certificates of smaller or larger denominations for any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, purpose consistent with this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any and all Pledged Securities (i) on or prior to the date hereofof execution and delivery of this Agreement. All other promissory notes, in certificates and instruments constituting Collateral from time to time or required to be pledged to the case Collateral Agent pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by such Grantor on the date hereof, Collateral Agent pursuant hereto and (ii) promptly after the acquisition thereof (and, shall be delivered in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired suitable form for transfer by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral as of the date of the Pledge Amendment. If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securitiesblank, which schedule shall be deemed attached to, and shall supplement, Schedule IV and be made a part hereof; provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Certificated Securities, Tangible Chattel Paper or cause to Instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (ior its agent, designee or bailee) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery pursuant hereto to the Administrative Agentextent required by the Second Lien Credit Agreement or any Additional Second Lien Agreement then in effect and shall be in suitable form for transfer by delivery, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to Tangible Chattel Paper or an Instrument if the Fair Market Value of such Tangible Chattel Paper or Instrument as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), subject to the Administrative Agent may reasonably request and (ii) all other property comprising part terms of the First Lien/Second Lien Intercreditor Agreement to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, subject to the terms of the First Lien/Second Lien Intercreditor Agreement, each Pledgor will promptly give to the Collateral Agent (or its agent, designee or bailee) copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, subject to the terms of the First Lien/Second Lien Intercreditor Agreement, the Collateral Agent (or its agent, designee or bailee) shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor Guarantor has, prior to the Restructuring Date, delivered to the First Lien Collateral Agent all of the Pledged Stock owned by it on such date (with the First Lien Collateral Agent to hold same as Bailee on and after the Restructuring Date to the extent the same remains outstanding) and agrees promptly to deliver or cause to be delivered on and after the Restructuring Date to the Administrative Agent Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent), for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, any and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities Stock then or thereafter acquired by such Grantor after the date hereofit. (b) Upon delivery to the Administrative Bailee or Collateral Agent, as the case may be, (i) any Pledged Securities Stock required to be delivered pursuant to the foregoing paragraph (a) of this Section 3.02 shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent Bailee or Collateral Agent, as the case may be, and by such other instruments and documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request and (ii) all other property comprising part of the Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Collateral by undated proper instruments of assignment duly executed by the applicable Grantor in blank Guarantor and such other instruments or documents as the Administrative Agent Bailee or Collateral Agent, as the case may be, may reasonably request. Each delivery of Pledged Securities Stock shall be accompanied by a schedule describing such the securities, which schedule shall be deemed attached to, hereto as SCHEDULE I and shall supplement, Schedule IV and be made a part hereof; provided PROVIDED that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesStock. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All certificates, if any, representing or cause to evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on pursuant hereto to the date hereof, in the case of any such Pledged Securities owned extent required by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement)Agreement and shall be in suitable form for transfer by delivery, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall not apply to any Excluded Collateral. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing such securitiesthe securities then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Administrative Collateral Agent (or subject to the terms of the Intercreditor Agreement, the ABL Collateral Agent) any and all Pledged Securities (i) on the date hereofcertificates with respect to Equity Interests, notes or other securities in excess of a face amount of $500,000 now or hereafter included in the case of Collateral, including all certificates, instruments or other documents representing or evidencing any such Collateral (the “Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit AgreementSecurities”), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor will cause any Indebtedness for borrowed money in excess of $500,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms thereof. (c) Upon delivery to the Administrative Collateral Agent (or subject to the terms of the Intercreditor Agreement, the ABL Collateral Agent), (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or other undated instruments of transfer satisfactory to the Administrative Collateral Agent and by such other instruments and documents as the Administrative Collateral Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments or documents as the Administrative Collateral Agent may reasonably request. The initial Pledged Securities are described on Scheduled II hereto. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such securitiesthe additional securities and the initial Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule IV II and be made a part hereofthereof; provided that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Agent Buyer on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Buyer pursuant to the terms of this Agreement or the Securities Purchase Agreement (the “Additional Collateral”) shall be delivered to the Buyer promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by the Buyer pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Buyer. If any and all Pledged Securities Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, at the request of Buyer, the Pledgor shall cause the Buyer (ior its designated custodian, nominee or other designee) on to become the date hereofregistered holder thereof, in or cause each issuer of such securities to agree that it will comply with instructions originated by the case Buyer (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Collateral consists of any securities entitlements, the Pledgor shall transfer such Pledged Securities owned securities entitlements to the Buyer (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by such Grantor on the date hereofBuyer (or its designated custodian, and (iinominee or other designee) promptly after without further consent by the acquisition thereof (and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgor. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by the Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by the applicable Grantor Pledgor, in blank or other undated instruments substantially the form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Buyer, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and by such other instruments the Securities Purchase Agreement, which Pledge Amendment shall from and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as the Administrative Agent may reasonably requestSchedule I hereto. Each delivery of Pledged Securities Pledgor hereby authorizes the Buyer to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment shall be accompanied by a schedule describing such securities, which schedule for all purposes hereunder constitute Collateral and the Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 with respect to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged SecuritiesAdditional Collateral. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) Pledgor shall receive, by virtue of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after Pledgor’s being or having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Borrower Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall receive such Guarantorsstock certificate, as promissory note, instrument, option, right, payment or distribution in trust for the case may bebenefit of the Buyer, will (subject shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Buyer in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long Buyer as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All certificates or cause to instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on pursuant hereto to the date hereof, in the case of any such Pledged Securities owned extent required by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement)Agreements and shall be in suitable form for transfer by delivery, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory or assignment in blank. The foregoing notwithstanding, it is understood and agreed that JPMorgan Chase Bank, N.A., in its capacity as gratuitous bailee for the Collateral Agent, will continue to hold all certificates or instruments in its possession on the Administrative Agent and by such other instruments and documents as Closing Date, in accordance with the Administrative Agent may reasonably request and (ii) all other property comprising part terms of the Collateral Agency Agreement, for the sole purpose of perfecting the Liens of the Collateral Agent on such Collateral. The Collateral Agent shall be accompanied by undated proper instruments have the right, at any time after the occurrence and during the continuance of assignment duly executed by an Event of Default and with notice to the applicable Grantor relevant Pledgor, to transfer to or to register in blank and such other instruments the name of the Collateral Agent or documents as any of its nominees any or all of the Administrative Agent may reasonably requestPledged Shares. Each delivery of Pledged Securities Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing such securitiesthe assets theretofore and then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 1 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver All Instruments, Certificated Securities or cause to Tangible Chattel Paper, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Administrative Collateral Agent any and all Pledged Securities (i) on pursuant hereto to the date hereof, in the case of any such Pledged Securities owned extent required by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement)Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Upon delivery to the Administrative Agent, (i) any Pledged Securities or shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided that the foregoing shall only apply to an Instrument or Tangible Chattel Paper if the Fair Market Value of such Instrument or Tangible Chattel Paper as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall have the right, at any time after the occurrence and by such other instruments during the continuation of an Event of Default and documents upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the Administrative Agent may reasonably request and (ii) all other property comprising part name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be accompanied by undated proper instruments have the right to exchange the certificates representing Pledged Shares for certificates of assignment duly executed by the applicable Grantor in blank and such other instruments smaller or documents as the Administrative Agent may reasonably requestlarger denominations for any purpose consistent with this Agreement. Each delivery of Pledged Securities Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing such securitiesthe securities and Indebtedness then being pledged hereunder, which schedule shall be deemed attached to, hereto as part of Schedule 2 and shall supplement, Schedule IV and be made a part hereof; provided that the failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securitiessecurities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities (i) on the date hereof, in the case delivery of any such Pledged Securities owned by such Grantor on the date hereofthis Agreement, and in all cases shall be deemed to be held pursuant to this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (iithe “Additional Collateral”) shall be delivered to the Collateral Agent promptly after upon receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates and instruments shall be held by the acquisition thereof Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Pledgor shall cause the Collateral Agent (andor its designated custodian, in nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. If any eventCollateral consists of security entitlements, as required under Pledgor shall transfer such security entitlements to the Credit Agreement)Collateral Agent (or its designated custodian, in nominee or other designee) or cause the case of any such Pledged Securities acquired applicable securities intermediary to agree that it will comply with entitlement orders originated by such Grantor after the date hereofCollateral Agent (or its designated custodian, nominee or other designee) without further consent by Pledgor. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a “Pledge Amendment”), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that failure warranties set forth in Section 5 hereof with respect to provide any such schedule hereto shall not affect Additional Collateral as of the validity date of such pledge of such Pledged Securitiesthe Pledge Amendment. (c) If the Borrower Pledgor shall receive, by virtue of such Pledgor’s being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or such Guarantorsbenefit of the Collateral Agent, as the case may be, will (subject shall segregate it from Pledgor’s other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor agrees to deliver or cause to All certificates currently representing the Pledged Shares shall be delivered to the Administrative Collateral Agent any on or prior to the execution and all Pledged Securities delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (ithe "Additional Collateral") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on the date hereof, in the case behalf of any of the Pledgors. All such Pledged Securities owned promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such Grantor on securities to agree that it will comply with instructions originated by the date hereofCollateral Agent (or its designated custodian, and nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (iior its designated custodian, nominee or other designee) promptly after or cause the acquisition thereof applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (andor its designated custodian, in any event, as required under nominee or other designee) without further consent by the Credit Agreement), in the case of any such Pledged Securities acquired by such Grantor after the date hereofPledgors. (b) Upon delivery to Promptly upon the Administrative Agentreceipt by any Pledgor of any Additional Collateral, (i) any Pledged Securities shall be accompanied by undated stock powers a Pledge Amendment, duly executed by such Pledgor, in substantially the applicable Grantor in blank or other undated instruments form of transfer satisfactory Annex I hereto (a "Pledge Amendment"), shall be delivered to the Administrative Agent Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank for all purposes hereunder constitute Collateral and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule IV and be made a part hereof; provided that warranties set forth in Section 5 with respect to such Additional Collateral as of the date of the Pledge Amendment. The failure to provide receive any such schedule hereto Pledge Agreement shall not adversely affect the validity of such pledge of such Pledged SecuritiesCollateral Agent's rights under this Agreement. (c) If the Borrower any Pledgor shall receive, by virtue of such Pledgor's being or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder)an owner of any Collateral, then any (i) unless the Pledge Agreement has previously been executed and deliveredstock certificate (including, the Borrower will promptly execute and deliverwithout limitation, and cause each such Guarantor to execute and deliverany certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, the Pledge Agreementreclassification, and merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the Borrower or benefit of the Collateral Agent, shall segregate it from such Guarantors, as the case may be, will (subject Pledgor's other property and shall deliver it forthwith to the provisions of paragraph (d) below Collateral Agent in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Collateral Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure as further collateral security for the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this AgreementObligations.

Delivery of the Collateral. (a) Each Grantor Pledgor agrees promptly to deliver or cause to be delivered to the Administrative Agent (or subject to the terms of the Intercreditor Agreement, the Term Loan Agent) any and all Pledged Securities (i) on the date hereofcertificates with respect to Equity Interests, notes or other securities in excess of a face amount of $500,000 now or hereafter included in the case of Collateral, including all certificates, instruments or other documents representing or evidencing any such Collateral (the “Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof (and, in any event, as required under the Credit AgreementSecurities”), in the case of any such Pledged Securities acquired by such Grantor after the date hereof. (b) Each Pledgor will cause any Indebtedness for borrowed money in excess of $500,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Agent pursuant to the terms thereof. (c) Upon delivery to the Administrative Agent (or subject to the terms of the Intercreditor Agreement, the Term Loan Agent), (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by the applicable Grantor indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or other undated instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. The initial Pledged Securities are described on Scheduled II hereto. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such securitiesthe additional securities and the initial Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule IV II and be made a part hereofthereof; provided that failure to provide attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. (c) If the Borrower or any Guarantors hereafter acquire or hold any Principal Property Collateral that would be required to be pledged hereunder but for the exclusion in clause (D) of the definition of Excluded Collateral (including as a result of Pledged Securities becoming Principal Property Collateral after having been pledged hereunder), then (i) unless the Pledge Agreement has previously been executed and delivered, the Borrower will promptly execute and deliver, and cause each such Guarantor to execute and deliver, the Pledge Agreement, and (ii) the Borrower or such Guarantors, as the case may be, will (subject to the provisions of paragraph (d) below in the case of Pledged Securities previously pledged hereunder) pledge such Principal Property Collateral to the Administrative Agent in accordance with the provisions of the Pledge Agreement to secure the Shared Pledge Obligations. (d) If at any time Pledged Securities previously pledged under this Agreement become Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and at such time as the Pledge Agreement has been executed and delivered and each Grantor owning such Principal Property Collateral has become party thereto, the security interests created hereunder in such Collateral securing the Obligations shall, automatically and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, the Pledge Agreement for so long as such Collateral continues to constitute Principal Property Collateral and accordingly will after such time continue to secure the Obligations and also secure the other Shared Pledge Obligations under the Pledge Agreement; provided that if such Collateral at any time ceases to constitute Principal Property Collateral, then such security interests in such Collateral securing the Obligations shall automatically and without further action again be governed by, subject to the provisions of, and deemed held by the Administrative Agent under, this Agreement.