Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to pari passu Customary Intercreditor Agreement, if any, each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 10,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank by the applicable Grantor or other undated instruments of transfer duly executed in blank by the applicable Grantor and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities directly owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 thirty (30) days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated any and all such Pledged Securities. If any uncertificated securities subsequently become certificated such that they constitute Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date such securities become certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. Notwithstanding anything to the contrary in this Section 2.02(a), no such delivery shall be required in respect of any promissory note or other debt security or similar instrument evidencing Indebtedness in a principal amount not exceeding $5 million individually. (b) The Grantors will use commercially reasonable efforts to cause any Indebtedness for borrowed money (other than Excluded Assets) owed to any Grantor by any Person (other than the Borrower or any of transfer its Subsidiaries) having a principal amount in excess of $10 million individually, to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in the Pledged Collateral by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly 3.1 On or before the Closing Date, the Pledgor shall deliver or cause to be delivered to the Term Collateral Loan Agent, as agent and bailee for the Agent (in accordance with the Intercreditor Agreement, any and all Pledged Securities, any and all Investment Property, and any and all certificates or its non-fiduciary agent other instruments or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, documents representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business)Collateral, together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer satisfactory to the Agent and such other instruments of assignment and documents as the Agent may reasonably request. 3.2 The Pledgor hereby irrevocably authorizes the Agent at any time and from time to time to file in any appropriate filing office, wherever located, any financing statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement. The Pledgor also authorizes the Agent to file a copy of this Agreement in lieu of a financing statement. The Pledgor shall provide the Agent with any information the Agent shall reasonably request in connection with any of the foregoing. 3.3 In the event that Pledgor shall acquire any additional Pledged Securities, by purchase or otherwise, then Pledgor shall forthwith deliver such additional stock certificates and stock powers duly executed in blank and reasonably or other instruments of transfer satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request, to the Agent, unless the Term Loan Facility remains outstanding, in which case the Pledgor shall deliver such additional stock certificates and stock powers to the Term Loan Agent, as agent and bailee for the Agent in accordance with the Intercreditor Agreement, and not in its individual capacity, pursuant to the terms of the Intercreditor Agreement. Each Upon each such delivery of Pledged Securities Securities, Pledgor shall be accompanied by deliver to Agent a schedule describing such the Pledged SecuritiesSecurities theretofore and then being pledged hereunder, which schedule shall be deemed attached to, hereto as Schedule I and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement supersede any prior schedules so delivered. 3.4 In the event that the Term Loan Facility is terminated and the obligations under the Term Loan Facility are paid in full prior to the termination of this Agreement and the Loan Agreement, the Pledgor shall cause the Term Loan Agent to deliver to the Agent all Pledged Collateral held by the Term Loan Agent pursuant to this Section 3 at the time of such termination of the Term Loan Facility.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Subject to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution terms of this Agreement all certificatesthe Cash Flow Intercreditor Agreement, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral each Credit Party agrees promptly to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event event, within 45 sixty (60) days of the receipt (other than by such Credit Party thereof or at any promissory note in an aggregate principal amount of less than $1,000,000 owed time as required by the Cash Flow Intercreditor Agreement) deliver or cause to be delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument any and all Pledged Collateral (or, in the case of transfer duly executed in blank Pledged Collateral issued by Foreign Subsidiaries, if necessary under any applicable law, to carry out all necessary and in a manner reasonably satisfactory reasonable formalities and actions for the dispossession and pledge thereof for the benefit of the Collateral Agent); provided that Pledged Debt Securities shall be required to be delivered only to the Term extent described in paragraph (b) of this Section 2.02. (b) Each Credit Party will cause any Pledged Debt Security (excluding, for the avoidance of doubt, any Excluded Instruments) in its possession and owed to it to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon Subject to the terms of the Cash Flow Intercreditor Agreement, upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities Collateral required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by proper instruments of assignment duly executed by the applicable Credit Party and such other instruments or documents as the Collateral Agent may reasonably request, in each case, subject to the Collateral and Guarantee Requirement. Each delivery of Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule supplement to Schedule I hereto describing such Pledged SecuritiesCollateral, which schedule supplement shall be deemed attached to, hereto as a supplement to Schedule I (such supplement may take the form of an amendment and shall supplement, restatement to Schedule II hereto I hereto) and be made a part hereof; provided, provided that failure to provide attach any such schedule or supplement hereto shall not affect the validity of such pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, prior to the Discharge of Senior Priority Obligations, the requirements of this Section 2.02 to deliver any Pledged Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Senior Priority Representative.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer $10,000,000 owed to such Grantor by any Person to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, hereto as Schedule I and shall supplement, Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, each of Holdings, the Borrower, and each other Grantor party hereto on the Closing Date a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificatesor, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral prior to the extent such certificates constitute certificated securities (other than checks received in Discharge of First Lien Obligations, the ordinary course First Lien Collateral Agent, acting as gratuitous bailee on behalf of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed the Collateral Agent pursuant to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral AgentIntercreditor Agreement), for the benefit of the Secured Parties, together with any and all Pledged Securities then owned by such Guarantor (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated); provided that promissory notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall promptly (and in any event within forty-five (45) days after receipt by such Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)) deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) such Pledged Security as Collateral; provided that promissory notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. (i) As promptly as practicable (and in any event within forty-five (45) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will use commercially reasonable efforts to cause any Indebtedness for borrowed money (other than Excluded Intercompany Debt and Global Intercompany Note Obligations) having an undated instrument aggregate principal amount equal to or in excess of transfer $10,000,000 owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed in blank promissory note that is pledged and delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (ii) As promptly as practicable (and in a manner reasonably satisfactory any event within forty-five (45) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will cause any Global Intercompany Note Obligations owed to such Grantor to be evidenced by the Global Intercompany Note that is pledged and delivered to the Term Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly duly-executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of (i) the Borrower or (ii) any wholly owned Material Domestic Subsidiary of the Borrower to the extent such Pledged Collateral has been delivered to the Borrower on the Closing Date) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall have until the date that is forty-five (45) after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion) to deliver such Pledged Collateral. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor will Pledgor agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution any and all Pledged Securities that have a value, individually, in excess of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank$2,000,000. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to Each Pledgor will cause any Indebtedness in a principal amount, individually, in excess of $2,000,000, for borrowed money owed to such Pledgor by any Grantor Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof, provided that no Pledgor shall be required pursuant to paragraph (a) of this Section 3.02 or become this paragraph (b) to cause any Indebtedness of Holdings or any Subsidiary of Holdings for borrowed money to be evidenced by any a promissory note (which may be a global note), unless such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other Indebtedness remains outstanding for more than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentfive Business Days. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor Pledgor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Administrative Agent any and all Pledged Securities (or its non-fiduciary agent or designeei) upon execution of this Agreement all certificateson the date hereof, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course case of business)any such Pledged Securities owned by such Grantor on the date hereof, together with duly executed instruments of transfer or assignments in blank. and (bii) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note promptly (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 30 days of after receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as agreed to by the Term Collateral Administrative Agent may agree in its reasonable discretion) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof; provided that the Grantor shall have no obligation to the Term Collateral Agent, for the benefit deliver Pledged Debt Securities in an outstanding principal amount of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentless than $2,000,000. (cb) Upon delivery to the Term Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product of (i) the aggregate number of Ordinary Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Ordinary Shares during the five (5) Trading Day period immediately prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”) and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five (5) Business Days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Term Collateral Agent (Secured Parties as of date hereof a certificate or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, certificates representing or evidencing the Pledged Collateral Shares to the extent be initially held by such certificates constitute certificated securities (other than checks received Security Party in the ordinary course of business), together with such amounts as set forth on Schedule I attached hereto accompanied by duly executed instruments of transfer or assignments assignment or undated share powers executed in blank. (b) Except as otherwise addressed blank with medallion guarantees, all in Section 3.03(b) hereinform and substance reasonably satisfactory to such Secured Party. As of any given date, if any amount payable with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Indebtedness owed Additional Pledged Shares required to any Grantor shall be or become evidenced by any promissory note pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which may be a global note), is the principal amount of such note or instrument shall be promptly delivered Secured Party’s Note on such given date and (but in any event within 45 days ii) the denominator of receipt (other than any promissory note in an which is the aggregate principal amount of less than $1,000,000 owed all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree in an authenticated record (in form and substance satisfactory to the applicable Grantor Secured Party) that it will comply with instructions originated by the applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any PersonPledged Collateral consists of security entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such security entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (c) Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 6 with respect to such longer period Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) share certificate (including, without limitation, any certificate representing a share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share 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 Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Term Pledgor pursuant to Section 8 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 (collectively, the “Distribution Collateral”), the Pledgor shall hold such Distribution Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured Parties, together shall segregate it from the Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith (but in any event within five (5) Business Days) to each Secured Party in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate share powers duly executed in blank blank, to be held by the each Secured Party as Pledged Collateral and in a manner reasonably satisfactory to as further collateral security for the Term Collateral AgentSecured Obligations. (ce) Upon delivery So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the later to the Term Collateral Agent, occur of (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, the final Adjustment Date (as applicable, duly executed defined in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request Notes) and (ii) all other property comprising part the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended December 31, 2018, if both (x) the number of Ordinary Shares issuable pursuant to the Notes and Warrants then outstanding of a Secured Party is less than the number of Pledged Shares then held by such Secured Party and (y) the Pledged Share Value of the Pledged Collateral Shares held by such Secured Party exceeds 110% of the Secured Obligations of such Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and release such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery number of Pledged Securities shall be accompanied Shares to the Pledgor equal to the difference of (A) the number of Pledged Shares then held by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, Secured Party and shall supplement, Schedule II hereto (B) the number of Ordinary Shares issuable pursuant to the Notes and be made a part hereof; provided, that failure to provide any such schedule hereto shall not affect the validity Warrants then outstanding of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Party.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities shall be delivered to the Term Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Agent (or its non-fiduciary agent or designee) upon execution pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Loan Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the extent Agent promptly upon the receipt thereof by or on behalf of a Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, the relevant Pledgor shall cause the Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee ), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 5 Business Days of the receipt by a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule III hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as the case may be. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged 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. (b) Except as otherwise addressed If any Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by a global note)Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions 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 note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to Agent for the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part benefit of the Lenders as Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly The Market Price (as defined in the Notes) of the Pledged Shares, as determined by the Collateral Agent in its sole discretion based on the thirty (30) day Volume Weighted Average (as defined in the Notes) of the Common Stock for the thirty (30) Trading Days (as defined in the Notes) immediately preceding the date of determination (the "Pledged Share Value"), shall at all times equal or exceed the aggregate principal amount outstanding under the Notes (whether or not then due and payable). The Pledgor shall, within five business days following the receipt of notice from the Collateral Agent that the Pledged Share Value is less than the aggregate principal amount outstanding under the Notes, deliver additional shares ("Additional Pledged Shares") to the Term Collateral Agent in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Notes. (b) All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent or its non-fiduciary agent prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or designee) upon execution required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificatesor the Securities Purchase Agreement, now or hereafter acquiredincluding without limitation, if any, representing or evidencing any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the Pledged Collateral "Additional Collateral") shall be delivered to the extent Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian, 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 Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor 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 Pledgor. (bc) Except as otherwise addressed Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the 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 and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.03(b) herein, if any amount payable 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Indebtedness owed to Pledged Collateral, any Grantor shall be (i) stock certificate (including, without limitation, any certificate representing a stock dividend or become evidenced by 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, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global 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 stock certificate, promissory note), such note instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Subject to the Term terms of the Intercrditor Agreement, each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or its non-fiduciary agent or designee) upon execution Agent, for the ratable benefit of this Agreement the Indenture Secured Parties, any and all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Securities to the extent such Pledged Securities are either (i) Equity Interests or (ii) promissory notes or other instruments evidencing Indebtedness required to be delivered pursuant to paragraph (b) of this Section 2.02. Subject to the terms of the Intercreditor Agreement, if any Pledged Stock that is uncertificated on the date hereof shall hereafter become certificated, the applicable Pledgor shall promptly cause the certificate or certificates representing Pledged Stock to be delivered to the Collateral Agent, as agent for the Indenture Secured Parties, together with the accompanying stock powers or other documentation required by Section 2.02(c). None of the Pledgors shall permit any other party to “control” (for purposes of Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute certificated securities Pledged Collateral other than the Collateral Agent, as agent for the Indenture Secured Parties, and the First Priority Designated Agent. (b) To the extent permitted by and subject to the terms of the Intercreditor Agreement, each Pledgor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $5.0 million (other than checks received (i) intercompany current liabilities incurred in the ordinary course of business), together business in connection with duly executed instruments the cash management operations of transfer the Issuer and its Subsidiaries or assignments in blank. (bii) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any the extent that a pledge of such promissory note (which may be a global note), such note or instrument shall would violate applicable law) owed to such Pledgor by any person to be promptly delivered (but in any event within 45 days of receipt (other than any evidenced by a duly executed promissory note in an aggregate principal amount of less than $1,000,000 owed that is pledged and delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the ratable benefit of the Indenture Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory pursuant to the Term terms hereof. Subject to the terms of the Intercreditor Agreement, to the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon an Event of Default specified under Section 6.01(i), (ii), (iv), (vii) or (viii) of the Indenture unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. (c) Upon Subject to the terms of the Intercreditor Agreement, upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Grantor Pledgor and such other instruments and or documents (including issuer acknowledgments in respect of uncertificated securities) as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto (or a supplement to Schedule II, as applicable) 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) To the extent permitted by and subject to the terms of the Intercreditor Agreement, in the event any Pledged Securities constitute uncertificated securities, each Pledgor shall either (i) cause the issuer to agree to comply with instructions from the Collateral Agent without further consent of any Pledgor or (ii) cause the issuer to register the Collateral Agent as the registered owner of such uncertificated security.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent any and all Pledged Securities (or its non-fiduciary agent or designeei) upon execution (A) of this Agreement all certificatesthe Company, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Borrowers and Material Subsidiaries (other than checks received in Foreign Subsidiaries) on the ordinary course of business)date hereof and (B) all other Pledged Securities, together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) hereinpromptly as practicable, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 30 days after the Effective Date (or such later date as the Collateral Agent may reasonably agree) in each case, in the case of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days (or such longer period later date as the Term Collateral Agent may agree reasonably agree)) after the acquisition thereof, in its reasonable discretionthe case of any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, the Borrowers or any of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory Agent pursuant to the Term Collateral Agent. (c) terms hereof. Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of the Amended and Restated Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within 10 --------------------- Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within 10 Business Days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") ---------------- shall be delivered to the Collateral Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Amended and Restated Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except as otherwise addressed If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a global 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 stock certificate, promissory note), such note instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredGuaranteed Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to Pledgee (or, prior to the Term Senior Priority Discharge Date, the Revolving Facility Collateral AgentAgent in accordance with the Intercreditor Agreement), (i) any certificate stock, partnership or promissory note representing membership certificates, notes or other securities now or hereafter included in the Pledged Securities Collateral (the “Pledged Securities”) shall be accompanied by undated stock stock, partnership or note powers, as applicable, membership powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent Pledgee and by such other instruments and documents as the Term Collateral Agent Pledgee may reasonably request in order to allow Pledgee, to exercise its rights and remedies under this Agreement and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor Pledgor and such other instruments and or documents as the Term Collateral Agent Pledgee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities theretofore and then being pledged hereunder, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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. Each schedule so delivered shall supplement supersede any prior schedules so delivered. Schedule II may be amended from time to time by the addition of the Pledged Collateral subsequently created or acquired by execution of a Supplement in substantially the form of Annex I attached hereto. (b) Each Pledgor will cause any indebtedness for borrowed money in an amount in excess of $100,000 owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to Pledgee (or, prior to the Senior Priority Discharge Date, the Revolving Facility Collateral Agent in accordance with the Intercreditor Agreement) pursuant to the terms hereof.

Delivery of the Pledged Collateral. On the Closing Date (ain the case of any Closing Date Grantor) Each or on the date on which it signs and delivers its Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor will promptly shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (i) any Uncertificated Securities, but only for so long as such Pledged Securities remain Uncertificated Securities, and (ii) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered in order to satisfy the Collateral and Guarantee Requirement. Thereafter, whenever such Grantor acquires any other Pledged Security (other than (i) any Uncertificated Securities, but only for so long as such Pledged Securities remain Uncertificated Securities and (ii) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event no later than the later to occur of (A) within 60 days and (B) together with an undated instrument the next Compliance Certificate required to be delivered pursuant to Section 5.1(d) of transfer duly executed the Credit Agreement (or such longer period as the Collateral Agent may agree to in blank and in a manner reasonably satisfactory writing), deliver or cause to be delivered to the Term Collateral AgentAgent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered in order to satisfy the Collateral and Guarantee Requirement. (ca) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto I 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (b) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of any Designated Subsidiary) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral on the Closing Date and shall instead be required to deliver such Pledged Collateral after the Closing Date pursuant to the terms of the Post-Closing Letter Agreement. (c) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent on the First Amendment Effective Date (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral such later date as may be specified pursuant to the extent Credit Agreement) all Pledged Securities directly owned by it on such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable date and with respect to any Indebtedness owed Pledged Securities issued or acquired after such date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such compliance certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than the Company or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25 million individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business)Administrative Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Shares, on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Administrative Agent pursuant to the terms of the Credit Agreement (the "Additional Collateral") shall be delivered to the Administrative Agent within 10 Business Days of receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Administrative 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 assignments assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. Within 10 Business Days of the receipt by the Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Administrative Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Credit Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except as otherwise addressed If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a global 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 stock certificate, promissory note), such note instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAdministrative Agent, together shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Administrative Agent in the exact form received, with an undated instrument of any necessary indorsement and/or appropriate stock powers or stock transfer forms duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Administrative Agent as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement represents and warrants that all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the extent such certificates constitute certificated securities (other than checks received Collateral Agent in the ordinary course of business), together with suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignments assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to Each Grantor will cause any Indebtedness for borrowed money owed to any such Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt Person (other than any a Loan Party) which is (A) in excess of $2,000,000 and (B) evidenced by a duly executed promissory note in an aggregate principal amount of less than $1,000,000 owed to be pledged and delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) pursuant to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as a supplement to Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, the Company, a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent Administrative Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (or its non-fiduciary agent or designee) upon execution of this Agreement all certificatesother than any Uncertificated Securities, now or hereafter acquired, if any, representing or but only for so long as such Securities remain uncertificated); provided that Promissory Notes and Instruments evidencing the Pledged Collateral Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such certificates constitute certificated securities Grantor acquires any other Pledged Security (other than checks received in the ordinary course of business)any Uncertificated Securities, together with duly executed instruments of transfer or assignments in blank. (b) Except but only for so long as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global notesuch Securities remain uncertificated), such note or instrument Grantor shall be promptly delivered (but and in any event within 45 thirty (30) days of after receipt by Grantor (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Administrative Agent may agree in its reasonable discretion)) deliver or cause to be delivered to the Administrative Agent such Pledged Security as Collateral; provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent required pursuant to paragraph (b) of this Section 2.02. (b) As promptly as practicable (and in any event within thirty (30) days after receipt by Grantor (or such longer period as the Administrative Agent may agree in its reasonable discretion)), each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000 owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed Promissory Note that is pledged and delivered to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly duly-executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached toto supplement Schedule 4(a), and shall supplement4(b) or 5 to the Perfection Certificate, Schedule II hereto and be made a part hereofas applicable; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Term Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Agent (or its non-fiduciary agent or designee) upon execution pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Loan Agreement (the “Additional Collateral”) shall be delivered to the extent Agent promptly upon, but in any event within five (5) days of, receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within five (5) days of the receipt by a 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 Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) Except If any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Pledged 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 otherwise addressed an addition to, substitution for, or in Section 3.03(bexchange for, any Pledged Collateral, or otherwise, (iii) herein, if any amount dividends payable with respect in cash (except such dividends permitted to any Indebtedness owed to any Grantor shall be or become evidenced retained by any promissory note such Pledgor pursuant to Section 7 hereof) or in securities or other property or (which may be iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Agent, in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Agent as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, each Grantor will agrees to promptly deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, each Grantor will cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer $5,000,000 owed to such Grantor by any Person that is evidenced by a duly executed in blank promissory note to be pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon Subject to Section 2.09 of the Pari Passu Intercreditor Agreement, upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities directly owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 forty-five (45) days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities (other than any Pledged Equity consisting of uncertificated securities). If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within forty-five (45) days after the date such Pledged Equity becomes certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than Parent or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Indebtedness for borrowed money owed to any Grantor by any Person (other than such as may arise from ordinary course intercompany cash management obligations) having a principal amount in excess of $5 million individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within ten (10) days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except as otherwise addressed in Section 3.03(b) hereinIf the Pledgor shall receive, if by virtue of its being or having been an owner of any amount payable with respect to Pledged Collateral, any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) stock certificate (including, without limitation, any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.certificate

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Term Collateral Agent, together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time are hereby pledged to the Agent (or its non-fiduciary agent or designee) upon execution pursuant to the terms of this Agreement (the "Additional Collateral") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all certificates, now or hereafter acquired, if any, representing or other equity interest evidencing the Pledged Collateral to Securities held by or on behalf of the extent such certificates constitute certificated securities (other than checks received Agent pursuant hereto shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement. Each Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities and (ii) to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged 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) or other instrument, (ii) option or right, whether as otherwise addressed an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 3.03(b7 hereof) hereinor in securities or other property, if any amount payable or (iv) dividends or other distributions in connection with respect to any Indebtedness owed to any Grantor a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall be receive such stock certificate, promissory note, instrument, option, right, payment or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with an undated instrument of any necessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Agent as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver represents and warrants that it has delivered to the Term Collateral Agent on the date hereof (or its non-fiduciary agent or designeei) upon execution of this Agreement all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing the Pledged Collateral to Stock and (ii) all certificates, agreements or instruments representing or evidencing the extent such certificates constitute certificated securities (other than checks received Pledged Debt in existence on the ordinary course of business), together with date hereof in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignments assignment in blank. Each Grantor agrees promptly (and, in any event, within 10 Business Days of its receipt of same) to deliver or cause to be delivered to the Collateral Agent any and all certificates, agreements or instruments in respect of Pledged Stock or Pledged Debt hereafter acquired by such Grantor. (b) Except as otherwise addressed in Section 3.03(bIn addition to the requirements of preceding clause (a), each Grantor will cause (i) herein, if each Intercompany Note or other promissory note issued by the Borrower or any amount payable with respect of its Subsidiaries to a Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) other Person which is in excess of $500,000 in principal amount to be delivered to the Collateral Agent on the date hereof. Each Grantor agrees to cause each Intercompany Note or other promissory note hereafter acquired by such Grantor issued by the Borrower or any of its Subsidiaries to such longer period as Grantor or evidencing any Indebtedness for borrowed money owed to such Grantor by any other Person that is in excess of $500,000 in principal amount to be delivered promptly (and, in any event, within 10 Business Days of receipt of the Term Collateral Agent may agree in its reasonable discretionsame) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Securities and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably requestrequest to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Collateral. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, as a supplement to Schedule II 3.03 hereto and be made a part hereof; providedthereof, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees to promptly deliver or cause to be delivered on the Closing Date (or, in the case of any item acquired or received after the Closing Date, within ten days thereafter (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion)) to the Term Collateral Administrative Agent (or its non-fiduciary agent or designee) upon execution of this Agreement any and all certificates, now instruments or hereafter acquired, if any, other documents representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankCollateral. (b) Except as otherwise addressed Each Grantor agrees to promptly deliver or cause to be delivered on the Closing Date (or, in Section 3.03(b) hereinthe case of any item acquired or received after the Closing Date, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note within ten days thereafter (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as may be agreed by the Term Collateral Administrative Agent may agree in its reasonable discretion)) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank Administrative Agent any and in a manner reasonably satisfactory to the Term Collateral Agentall Pledged Debt Securities. (c) Upon delivery to the Term Collateral Administrative Agent, (i) any certificate certificate, instrument or promissory note document representing or evidencing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent and duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities Collateral shall be accompanied by a schedule describing such Pledged Securitiesthe applicable securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto and be made a part hereof; provided, provided that failure to provide attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged SecuritiesCollateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designeeand in any event (i) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed Pledged Securities owned on the Closing Date, within the time period set forth on Schedule I and (ii) with respect to any Grantor shall be or become evidenced by any promissory note Pledged Securities acquired after the Closing Date, within 60 days (which as such date may be a global note), such note or instrument shall be promptly delivered (but extended by the Collateral Agent in any event within 45 days its sole discretion) of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed thereof) to deliver or cause to be delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank any and in a manner reasonably satisfactory all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to the Term definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes or other instruments evidencing Indebtedness, such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $25,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, hereto as Schedule I and shall supplement, Schedule II hereto 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 Securities. Each schedule so delivered shall supplement or otherwise modify, as applicable, any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver All certificates evidencing shares of stock (except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated), partnership interests, member interests and all other equity interests currently representing Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "PLEDGED SECURITIES") shall be delivered to the Term Collateral Agent, together with any necessary endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time are hereby pledged to the Agent (or its non-fiduciary agent or designee) upon execution pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent within ten (10) Business Days of receipt thereof by or on behalf of the Pledgor. All such certificated shares of stock, partnership interests, member interests and all certificates, now or hereafter acquired, if any, representing or other equity interest evidencing the Pledged Collateral to Securities held by or on behalf of the extent such certificates constitute certificated securities (other than checks received Agent pursuant hereto shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement. Each Pledge Amendment shall be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities and (ii) to constitute a separate schedule to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged 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) or other instrument, (ii) option or right, whether as otherwise addressed an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 3.03(b7 hereof) hereinor in securities or other property, if any amount payable or (iv) dividends or other distributions in connection with respect to any Indebtedness owed to any Grantor a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the Pledgor shall be receive such stock certificate, promissory note, instrument, option, right, payment or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with an undated instrument of any necessary endorsement and/or appropriate stock powers or stock transfer forms duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Agent as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product of (i) the aggregate number of Ordinary Shares pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the Ordinary Shares during the five (5) Trading Day period immediately prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”) and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Term Secured Parties as of date hereof a share certificate evidencing the Pledged Shares in the name of the Pledgor to be initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral Agent (from time to time or its non-fiduciary agent or designee) upon execution required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all certificatesNotes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, now certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with shall be accompanied by duly executed instruments of transfer or assignments assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (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 applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (bc) Except as otherwise addressed Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.03(b) herein, if any amount payable 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Indebtedness owed to Pledged Collateral, any Grantor shall be (i) share certificate (including, without limitation, any certificate representing a share dividend or become evidenced by distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share split, spin-off or split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global notepartial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”), the Pledgor shall hold such note or instrument shall be promptly delivered (but Distribution Collateral in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured Parties, together shall segregate it from the Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith to each Secured Party in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate share powers duly executed in blank blank, to be held by the each Secured Party as Pledged Collateral and in a manner reasonably satisfactory to as further collateral security for the Term Collateral AgentSecured Obligations. (ce) Upon delivery So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended _____, 20__, if both (x) the number of Ordinary Shares issuable pursuant to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments Notes and Warrants then outstanding of transfer duly executed in blank and reasonably satisfactory to a Secured Party is less than the Term Collateral Agent and number of Pledge Shares then held by such other instruments and documents as the Term Collateral Agent may reasonably request Secured Party and (iiy) all other property comprising part the Pledged Share Value of the Pledged Collateral shall be accompanied Shares held by undated proper instruments such Secured Party exceeds 110% of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure to provide any such schedule hereto shall not affect the validity Secured Obligations of such pledge Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall release such number of Pledge Shares to the Pledgor equal to the difference of (A) the number of Pledge Shares then held by such Secured Party and (B) the number of Ordinary Shares issuable pursuant to the Notes and Warrants then outstanding of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Party.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designeei) upon execution of within ten (10) days after the date Grantor becomes party to this Agreement all certificatesAgreement, now or hereafter acquired, if any, any certificates representing or evidencing Pledged Securities constituting certificated securities owned by such Grantor on the date such Grantor becomes party to this Agreement, and (ii) promptly (and in any event within thirty (30) days after the acquisition thereof by the applicable Grantor or such longer period agreed to by the Collateral Agent in its reasonable discretion) after the acquisition thereof, any certificates representing or evidencing Pledged Collateral acquired by such Grantor after the date such Grantor becomes party to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankthis Agreement. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note promptly (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 thirty (30) days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to after the acquisition thereof by the applicable Grantor by any Person) by such Grantor or such longer period as agreed to by the Term Collateral Agent may agree in its reasonable discretion), after the later of (x) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent.receipt thereof by such (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered to the Collateral Agent pursuant to this Agreement shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered to the Collateral Agent pursuant to this Agreement shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities required to be delivered to the Collateral Agent pursuant to this Agreement shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II III hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer a Closing Date Grantor) or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), at such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period later date as the Term Applicable Collateral Agent may agree in its reasonable discretion) agree, each Grantor shall deliver or cause to be delivered to the Term Applicable Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities then owned by such Grantor (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and other than any Security Entitlements); provided that promissory notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent provided pursuant to paragraph (b)(ii) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and other than any Security Entitlements), such Grantor shall (within ninety days after receipt by such Grantor (or such longer period as the Applicable Collateral Agent may agree in its reasonable discretion)) deliver or cause to be delivered to the Applicable Collateral Agent such Pledged Security as Collateral; provided that promissory notes and Instruments evidencing Indebtedness shall be so required to be delivered to the extent required pursuant to paragraph (b)(ii) of this Section 2.02. (i) As promptly as practicable (and in any event within ninety days after receipt by such Grantor (or such longer period as the Administrative Agent may agree in its sole discretion)), each Grantor will use commercially reasonable efforts to cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer the Materiality Threshold Amount owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed in blank promissory note or Instrument to be pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (ii) Promissory notes and Instruments having an aggregate principal amount equal to the Materiality Threshold Amount or less need not be delivered to the Applicable Collateral Agent. (c) Upon delivery to the Term Applicable Collateral Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly duly-executed in blank and reasonably satisfactory to the Term Applicable Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestAgent. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such the pledge hereunder of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral on the Closing Date, after the use of commercially reasonable efforts to do so, to the extent set forth in the ABL Credit Agreement or any applicable debt commitment letter, such Closing Date Grantor shall have until the date that is set forth in the ABL Credit Agreement or such debt commitment letter (or such longer period as the Applicable Collateral Agent may agree in its reasonable discretion) to deliver such Pledged Collateral. (e) The pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date) or on the date on which it signs and delivers a Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than (i) any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and (ii) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (other than (A) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (B) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). (b) Each Grantor will cause (i) the Borrower and each Restricted Subsidiary to execute and deliver a counterpart of each of the Intercompany Note and the Intercompany Indebtedness Subordination Agreement and (ii) all Indebtedness for borrowed money in an undated instrument aggregate principal amount of transfer $1,000,000 or more owed to such Grantor by any other Person (other than the Borrower or a Restricted Subsidiary) to be evidenced by a duly executed in blank Promissory Note, and in a manner reasonably satisfactory shall cause each such Promissory Note, the Intercompany Note and each other Promissory Note (if any) evidencing any Indebtedness of the Borrower or any Restricted Subsidiary that is owing to such Grantor, to be pledged and delivered to the Term Collateral Agent, for the benefit of the Secured Parties, (A) on the date hereof, in the case of any such Indebtedness existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such Indebtedness existing on such date) or (B) promptly following the incurrence thereof, in the case of any such Indebtedness incurred after the date hereof (or such other date), in each case pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto I 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date (each a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than (x) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than (x) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated and (y) certificates or instruments representing or evidencing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 60 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of Section 2.02. (b) Each Grantor will cause (i) all Indebtedness of the Borrower and each Guarantor that, in each case, is owing to any Restricted Subsidiary that is not a Grantor to be subject to the Intercompany Indebtedness Subordination Agreement and (ii) any Indebtedness for borrowed money having an undated instrument aggregate principal amount equal to or in excess of transfer $1,500,000 owed to such Grantor by any Person (other than the Borrower or a Restricted Subsidiary) to be evidenced by a duly executed in blank Promissory Note, and in a manner reasonably satisfactory shall cause each such Promissory Note, and each Promissory Note (if any) evidencing any Indebtedness of the Borrower or any Restricted Subsidiary that is owing to such Grantor, to be pledged and delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto I 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of any Designated Subsidiary) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral on the Closing Date and instead be required to deliver such Pledged Collateral after the Closing Date pursuant to the terms of the Post-Closing Letter Agreement. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Term Collateral Agent (on or its non-fiduciary agent or designee) upon prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Financing Agreement (the “Additional Collateral”) shall be delivered to the extent Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. (ii) Within 5 days of the receipt by a 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II 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 delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) Except If any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock certificate, unit certificate or other certificate (including, without limitation, any certificate representing a stock or other in-kind 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 otherwise addressed an addition to, substitution for, or in Section 3.03(bexchange for, any Pledged Collateral, or otherwise, (iii) herein, if any amount dividends payable with respect in cash (except such dividends are permitted to any Indebtedness owed to any Grantor shall be or become evidenced retained by any promissory note such Pledgor pursuant to Section 7 hereof or the Financing Agreement) or in securities or other property or (which may be iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus, such note Pledgor shall receive such stock certificate, unit certificate or instrument shall be promptly delivered (but other certificate, promissory note, instrument, option, right, payment or distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be applied by the Collateral Agent to the Term Collateral Agent. (c) Upon delivery to Obligations in accordance with the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part terms of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredFinancing Agreement.

Delivery of the Pledged Collateral. (a) Each Subject to the other provisions of this Section 2.02, each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged First Lien Representative as bailee for the Collateral Agent pursuant to the extent Intercreditor Agreement) on or prior to the Merger Date all Pledged Securities owned by it on the Merger Date (with a list of all such certificates constitute certificated securities (other than checks received items to be provided by the Issuer to the Collateral Agent in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (bwriting) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Merger Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 60 days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term First Lien Representative (provided such First Lien Representative is not the Collateral Agent Agent) may agree in its reasonable discretion) to the Term Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, together any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated). (b) The Grantors will cause any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors) having a principal amount in excess of (i) $1,000,000 individually or (ii) when aggregated with an undated instrument of transfer all other such Indebtedness for which this clause has not been satisfied, $5,000,000 in the aggregate, to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral AgentAgent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent First Lien Representative and by such other instruments and documents as the Term Collateral Agent may reasonably request be required and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent First Lien Representative may reasonably request. (d) Each Grantor shall immediately upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission deliver the original certificates representing Pledged Equity, the pledge of which is governed by NRS 463.510 (such Pledged Equity, the “Nevada Gaming Pledged Equity”), together with stock powers executed in blank, to (i) prior to the Discharge of Credit Facility Obligations, Bank of America, N.A., as collateral agent under the Credit Facility (in such capacity, the “Credit Facility Agent”) (as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) or, subject to Section 2.07, the Escrow Agent and (ii) upon the Discharge of Credit Facility Obligations, to the Collateral Agent to the extent the Collateral Agent maintains an office in the State of Nevada where the Nevada Gaming Pledged Equity may be maintained pursuant to the requirements of the Gaming Laws of Nevada or, subject to Section 2.07, the Escrow Agent to be held by the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, in escrow by the Escrow Agent, as the case may be, within the State of Nevada, subject to the requirements of the Nevada Gaming Control Board in accordance with applicable provisions of the Nevada Gaming Control Act and regulations promulgated thereunder. Each In addition, each Grantor shall upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission execute and deliver and cause to be executed and delivered such other documents and instruments (including Uniform Commercial Code financing statements) required to create, evidence or perfect the Collateral Agent’s security interest in the Nevada Gaming Pledged Equity, including, if applicable, the execution and delivery of the Escrow Agreement referred to in Section 2.07. (e) Notwithstanding any other provision of this Agreement: (f) The prior approval of the Nevada Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Nevada Gaming Pledged Securities Equity (except back to original Grantor), the pledge of which is governed by NRS 463.510, and before any other enforcement of the Security Interest of the Collateral Agent in such Nevada Gaming Pledged Equity may occur (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals); (g) The stock certificates evidencing the Nevada Gaming Pledged Equity, the pledge of which is governed by NRS 463.510, must at all times remain physically within the State of Nevada at a location designated to the Nevada Gaming Board and must be accompanied made available for inspection by a schedule describing agents or employees of the Nevada Gaming Board immediately upon request during normal business hours; (h) The provisions of this Agreement relating to the Nevada Gaming Pledged Equity shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals). Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement, that increase or change the Nevada Gaming Pledged Equity that are the subject of the pledge which is governed by NRS 463.510 that change the location of the Nevada Gaming Pledged Equity in the possession of the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, the Escrow Agent, as the case may be, or that change the identity of the Collateral Agent, the Credit Facility Agent or, subject to Section 2.07, Escrow Agent. (i) The prior approval of the Mississippi Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Pledged Equity issued by any Person that is licensed by or registered with the Mississippi Gaming Commission (except back to the original Grantor), the pledge of which is governed by Miss. Code ▇▇▇. Section ▇▇-▇▇-▇▇▇ (such Pledged SecuritiesEquity, which schedule shall be deemed attached tothe “Mississippi Gaming Pledged Equity”), and shall supplement, Schedule II hereto and be made a part hereof; provided, before any other enforcement of the Security Interest in such Mississippi Gaming Pledged Equity may occur (provided that failure to provide any such schedule hereto the foregoing shall not affect imply any obligation on the validity Collateral Agent to obtain such approvals). (j) This Agreement shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Control Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals). Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement that increase or change the Capital Stock that are the subject of the pledge which is governed by NRS 463.510, or that change the identity of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.the Collateral Agent or, subject to Section 2.07, the Escrow

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within ten (10) days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Collateral Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and the 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. (b) Except as otherwise addressed If the Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a global 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 stock certificate, promissory note), such note instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredGuaranteed Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Collateral Agent, as agent for, among others, the Collateral Agent (and the Secured Parties, with copies to the Collateral Agent, any and all Pledged Securities, any and all Investment Property, and any and all certificates or its non-fiduciary agent other instruments or designee) upon execution documents valued in excess of this Agreement all certificates, now or hereafter acquired$1,000,000, if any, representing the Pledged Collateral. 3.2 After the Closing Date, promptly upon any Pledgor’s acquiring any Pledged Securities, and any certificates or evidencing the other instruments or documents representing such Pledged Collateral, such Pledgor shall deliver or cause to be delivered such Pledged Collateral to the extent (i) until such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period time as the Term Collateral Agent may agree in its reasonable discretion) to Loan Financing Facility has been terminated, the Term Collateral Agent, for as agent for, among others, the benefit of Collateral Agent and the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory copies to the Collateral Agent, and (ii) after termination of the Term Loan Financing Facility, the ABL Collateral Agent. (c) Upon delivery to 3.3 Each Pledgor hereby irrevocably authorizes the Term Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 8.14 of the Security Agreement, to sign (iif required) and file in any certificate appropriate filing office, wherever located, any Financing Statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments filing office acceptance of transfer duly executed in blank and reasonably satisfactory to any Financing Statement. Each Pledgor also authorizes the Term Collateral Agent to file a copy of this Agreement in lieu of a Financing Statement, and to take any and all actions required by such any earlier versions of the UCC which are still in effect or by any other instruments and documents as Applicable Law. Each Pledgor shall provide the Term Collateral Agent may with any information the Collateral Agent shall reasonably request and (ii) all other property comprising part in connection with any of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredforegoing.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date) or on the date on which it signs and delivers a Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument any and all Pledged Securities (other than (i) any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and (ii) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of transfer duly executed Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (other than (A) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (B) certificates or instruments representing Equity Interests in blank any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in a manner reasonably satisfactory any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Term Collateral AgentAgent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). (b) Each Grantor will cause (i) the Borrower and each Restricted Subsidiary to execute and deliver a counterpart of each of the Intercompany Note and the Intercompany Indebtedness Subordination Agreement and (ii) all Indebtedness for borrowed money in an aggregate principal amount of $250,000 or more owed to such Grantor by any other Person (other than the Borrower or a Restricted Subsidiary) to be evidenced by a duly executed Promissory Note, and shall cause each such Promissory Note, the Intercompany Note and each other Promissory Note (if any) evidencing any Indebtedness of the Borrower or any Restricted Subsidiary that is owing to such Grantor, to be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, (A) on the date hereof, in the case of any such Indebtedness existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such Indebtedness existing on such date) (c) or (B) promptly following the incurrence thereof, in the case of any such Indebtedness incurred after the date hereof (or such other date), in each case pursuant to the terms hereof. (d) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent Requisite Lenders and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto I 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Notes Collateral Agent (or its non-fiduciary agent or designeeprior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) upon execution any and all Pledged Securities (i) (A) of this Agreement all certificatesthe Company, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Issuers and Material Subsidiaries (other than checks received in Foreign Subsidiaries) on the ordinary course of business)date hereof and (B) all other Pledged Securities, together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) hereinpromptly as practicable, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 30 days after the Effective Date (or such later date as, prior to Discharge of receipt (other than Credit Agreement Obligations, the Bank Collateral Agent may reasonably request) in each case, in the case of any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, an Issuer or any of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such longer period as security interest can be perfected therein, a grid note) that is pledged and delivered to the Term Notes Collateral Agent may agree in its reasonable discretion(or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) pursuant to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) terms hereof. Upon delivery to the Term Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestGrantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent on the Effective Date (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral such later date as may be specified pursuant to the extent Credit Agreement) all Pledged Securities directly owned by it on such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable date and with respect to any Indebtedness owed Pledged Securities issued or acquired after such date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such compliance certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than the Company or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $25,000,000 individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Administrative Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Amendment No. 3 Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities directly owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Amendment No. 3 Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Amendment No. 3 Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such Compliance Certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $10 million individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAdministrative Agent.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement any and all certificates, now instruments or hereafter acquired, if any, other documents representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received Stock issued by a Subsidiary and Pledged Stock having an individual value in the ordinary course excess of business), together with duly executed instruments of transfer or assignments in blank$250,000. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect Each Grantor agrees promptly to any Indebtedness owed deliver or cause to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree any and all certificates, instruments or other documents representing or evidencing Pledged Debt Securities issued by a Subsidiary and Pledged Debt Securities having an individual value in its reasonable discretion) to the Term Collateral Agent, for the benefit excess of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent$250,000. (c) Upon delivery to the Term Collateral Agent, (i) any certificate certificate, instrument or promissory note document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestGrantor. Each delivery of any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe applicable securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto and be made a part hereof; provided, provided that failure to provide attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) At any time after the Discharge of Credit Agreement Obligations, the requirement to promptly deliver the certificates, instruments and other documents referred to in the preceding paragraphs of this Section 2.02 may be satisfied by delivering any such certificates, instruments and other documents with respect to Pledged Securities issued or obtained during any fiscal quarter of the Borrower at the time of the delivery of financial statements for such quarters pursuant to any First Lien Credit Document; provided that the Collateral Agent may request prompt delivery of the certificates, instruments and other documents referred to in the preceding paragraphs of this Section 2.02 at its sole discretion.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All certificates currently representing the Pledged Shares (if any) shall be delivered to the Term Pledgee, for the benefit of itself and the Noteholders, on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral Agent (from time to time or its non-fiduciary agent or designee) upon execution required to be pledged to the Pledgee, for the benefit of itself and the Noteholders, pursuant to the terms of this Agreement all certificatesand the other Transaction Documents (the "Additional Collateral"), now or hereafter acquired, if any, representing or evidencing the Pledged Collateral shall be delivered to the extent Pledgee promptly upon receipt thereof by or on behalf of any of the Pledgors. All such certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be delivered to Pledgee in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated powers executed in blank, all in form and substance satisfactory to the Pledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, upon the occurrence and continuation of an Event of Default under the Notes, such Pledgor shall cause the Pledgee (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Pledgee with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall collaterally assign such security entitlements to the Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee without further consent by such Pledgor, in each case, upon the occurrence and continuation of an Event of Default. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, Pledgee shall, upon written request from any Pledgor, promptly return to such Pledgor any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to enable such Pledgor to take any action to collect or enforce any performance or the payment of amounts due under such promissory note(s) and/or other instrument(s). (ii) Within ten (10) Business Days of the receipt by a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Exhibit A hereto (a "Pledge Amendment") shall be delivered to the Pledgee, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Notes. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Pledgee shall for all purposes hereunder constitute Pledged 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. (b) Except If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Pledged 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), or other instrument, (ii) option or right, whether as otherwise addressed an addition to, substitution for, or in Section 3.03(bexchange for, any Pledged Collateral, or otherwise, (iii) herein, if any amount dividends payable with respect in cash (except such dividends permitted to any Indebtedness owed to any Grantor shall be or become evidenced retained by any promissory note such Pledgor pursuant to Section 7 hereof) or in securities or other property or (which may be iv) dividends or other distributions in connection with a global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such note Pledgor shall receive such stock certificate, instrument, option, right, payment or instrument distribution in trust for the benefit of the Pledgee, shall be promptly delivered (but in any event within 45 days of receipt (segregate it from such Pledgor's other than any promissory note in an aggregate principal amount of less than $1,000,000 owed property and shall deliver it forthwith to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral AgentPledgee, for the benefit of itself and the Secured PartiesNoteholders, together in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank blank, to be held by the Pledgee as Pledged Collateral and in a manner reasonably satisfactory to as further collateral security for the Term Collateral AgentObligations. (c) Upon delivery True, correct and complete copies of the limited liability company agreement and the certificate of formation of each Issuer that is a limited liability company have been delivered to Pledgee, for the benefit of itself and the Noteholders, on or prior to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities execution and delivery of this Agreement. There are and shall be accompanied by undated stock no other agreements governing the formation, organization or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part terms of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure membership interests with respect to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredIssuer.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly Within five business days following the receipt of notice from the Collateral Agent that the aggregate value of the Pledged Shares is less than US$5,000,000, the Pledgor shall deliver additional shares of Common Stock of the Company (“Additional Pledged Shares”) to the Term Collateral Agent in accordance with the terms of this Section 4 such that the aggregate value of the Pledged Shares (taking into account the fair market value of such Additional Pledged Shares) shall be no less than US$5,000,000. (b) All certificates representing Pledged Shares on the date hereof shall be delivered to the Collateral Agent or its non-fiduciary agent prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or designee) upon execution required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificatesor the Securities Purchase Agreement, now or hereafter acquiredincluding without limitation, if any, representing or evidencing any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the Pledged Collateral “Additional Collateral”) shall be delivered to the extent Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian, 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 Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor 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 Pledgor. (bc) Except as otherwise addressed Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the 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 and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.03(b) herein, if any amount payable 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Indebtedness owed to Pledged Collateral, any Grantor shall be (i) stock certificate (including, without limitation, any certificate representing a stock dividend or become evidenced by 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, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global 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 stock certificate, promissory note), such note instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Obligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Subject to the Term Collateral Agent (Intercreditor Agreement, each Grantor agrees promptly to deliver or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral cause to be delivered to the extent such certificates constitute certificated securities Noteholder Representative any and all Pledged Securities (other than checks received i) on the Closing Date (subject to Section 5.13 of the Purchase Agreement), in the ordinary course case of business)any such Pledged Securities owned by such Grantor on the Closing Date, together with duly executed instruments and (ii) within the later of transfer (x) 60 days following the acquisition thereof by such Grantor and (y) the next date of delivery of financial statements pursuant to Section 5.01(a) or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) hereinof the Purchase Agreement, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) may agree permit in its reasonable discretion, in the case of any such Pledged Securities acquired by such Grantor after the Closing Date. (b) Subject to the Intercreditor Agreement, and within the time period set forth in clause (a) above, each Grantor will cause (i) all Indebtedness for borrowed money of any Grantor by any person constituting Pledged Collateral (other than (i) intercompany indebtedness between or among Note Parties and (ii) to the Term extent that a pledge of such promissory note or instrument would violate applicable law) in excess of $20,000,000, to be evidenced by the Global Intercompany Note or one or more standalone promissory notes, (ii) the Global Intercompany Note to be delivered to the Noteholder Representative pursuant to the terms hereof and (iii) any intercompany Indebtedness constituting Pledged Collateral Agent, for not evidenced by the benefit of Global Intercompany Note but instead evidenced by a separate intercompany promissory note having a principal amount exceeding $20,000,000 that is owing to a Grantor to be delivered to the Secured Parties, together Noteholder Representative pursuant to the terms hereof along with an undated instrument proper powers and instruments of transfer duly executed in blank and in a manner reasonably satisfactory pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral AgentNoteholder Representative within the time period set forth in clause (a) above, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent Noteholder Representative and by such other instruments and documents as the Term Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) may reasonably request and (ii) all other tangible property comprising part of the Pledged Collateral to be delivered pursuant to this Section 3.02 shall be accompanied by proper undated proper instruments of assignment duly executed in blank by the applicable Grantor in blank and such other instruments and documents as the Term Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied (or promptly followed) by a schedule describing such the Pledged SecuritiesSecurities so delivered, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto and to be attached and made a part hereof; provided, provided that failure to provide any such schedule hereto or any error therein shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Loan Collateral Agent, for as agent for, among others, the benefit of Collateral Agent and the Secured Parties, together with copies to the Collateral Agent, any and all Pledged Securities and any and all Investment Property representing the Pledged Collateral, and any and all certificates or other instruments or documents with an undated instrument individual face value in excess of transfer duly executed $1,000,000, if any. 3.2 After the Closing Date, promptly upon any Pledgor’s acquiring any Pledged Securities representing such Pledged Collateral, and any certificates or other instruments or documents with an individual face value in blank excess of $1,000,000, such Pledgor shall deliver or cause to be delivered such Pledged Collateral to (i) until such time as the Term Loan Financing Facility has been terminated, the Term Loan Collateral Agent, as agent for, among others, the Collateral Agent and in a manner reasonably satisfactory the Secured Parties, with copies to the Collateral Agent, and (ii) after termination of the Term Loan Financing Facility, the Collateral Agent. (c) Upon delivery to 3.3 Each Pledgor hereby irrevocably authorizes the Term Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 8.14 of the Security Agreement, to sign (iif required) and file in any certificate appropriate filing office, wherever located, any Financing Statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments filing office acceptance of transfer duly executed in blank and reasonably satisfactory to any Financing Statement. Each Pledgor also authorizes the Term Collateral Agent to file a copy of this Agreement in lieu of a Financing Statement, and to take any and all actions required by such any earlier versions of the UCC which are still in effect or by any other instruments and documents as Applicable Law. Each Pledgor shall provide the Term Collateral Agent may with any information the Collateral Agent shall reasonably request and (ii) all other property comprising part in connection with any of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredforegoing.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly The fair market value of the Pledged Shares held by any Secured Party as of any time of determination shall equal the product of (i) the aggregate number of shares of Common Stock pledged to such Secured Party hereunder and (ii) the quotient of (x) the sum of the two (2) lowest VWAP (as defined in the Notes) of the shares of Common Stock during the five (5) Trading Day period immediately prior to such time of determination, divided by (y) two (2) (subject to adjustment for any share splits, share dividends, share combinations, recapitalizations and similar events during such measuring period) (the “Pledged Share Value”) and shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares (“Additional Pledged Shares”) to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Term Secured Parties as of date hereof a certificate with respect to the Pledged Shares to be initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral Agent (from time to time or its non-fiduciary agent or designee) upon execution required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “Additional Collateral”) such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all certificatesNotes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, now certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with shall be accompanied by duly executed instruments of transfer or assignments assignment or undated share powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (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 applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (bc) Except as otherwise addressed Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.03(b) herein, if any amount payable 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Indebtedness owed to Pledged Collateral, any Grantor shall be (i) share certificate (including, without limitation, any certificate representing a share dividend or become evidenced by distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, share split, spin-off or split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global notepartial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”), the Pledgor shall hold such note or instrument shall be promptly delivered (but Distribution Collateral in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured Parties, together shall segregate it from the Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith to each Secured Party in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate share powers duly executed in blank blank, to be held by the each Secured Party as Pledged Collateral and in a manner reasonably satisfactory to as further collateral security for the Term Collateral AgentSecured Obligations. (ce) Upon delivery So long as no Event of Default (as defined in the Notes) or breach of any covenant in any Transaction Document (as defined in the Securities Purchase Agreement) has occurred or is continuing, on each six month anniversary of the Closing Date (as defined in the Securities Purchase Agreement) each Secured Party shall release the lesser of (x) 1/3rd of such aggregate number of Pledge Shares initially pledged by Pledgor to such Secured Party hereunder and (y) the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments aggregate number of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and Pledge Shares then held by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged SecuritiesSecured Party, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredif any.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent any and all Pledged Securities (or its non-fiduciary agent or designeei) upon execution representing any Pledged Equity Interests of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to Borrower and the Subsidiary Loan Parties(to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (bcertificated) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) and Pledged Debt Securities owned by such Grantor or such longer period as on the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request date hereof and (ii) all other property comprising part otherin the case of any Pledged Securities representing any Pledged Equity Interests required to be delivered pursuant to the definition of “Collateral and Guarantee Requirements” in the Credit Agreementor Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed Debt Securities acquired after the Effective Date, as promptly as practicable, and in blank by any event within 9030 days after the applicable Grantor and Effective Dateacquisition thereof (or such other instruments and documents later date as the Term Collateral Agent may reasonably requestagree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof. Each delivery Grantor acknowledges and agrees that (i), to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties or controlled Affiliates) and pledged hereunder is a “security” within the meaning of Pledged Securities Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be accompanied (x) certificated or subject to a control agreement for such uncertificated interest; and such certificate shall be delivered to the Collateral Agent in accordance with this Section 2.02(a) or (y) subject to a control agreement for such uncertificated interest in form and substance reasonably satisfactory to the Collateral Agent, and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate or subject to a control agreement. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties or controlled Affiliates) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a schedule describing certificate, unless such Pledged Securities, which schedule Grantor provides prior written notification to the Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate or subject to a control 6 US-DOCS\110387106.11 4149-6074-0436 agreement; and such certificate shall be deemed attached to, delivered to the Collateral Agent in accordance with this Section 2.02(a) or subject to a control agreement for such uncertificated interest in form and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure substance reasonably satisfactory to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredCollateral Agent.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly (x) represents and warrants that it has used commercially reasonable efforts to deliver to on the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement date hereof all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing (i) the Pledged Collateral Stock and (ii) the Pledged Debt with a value in excess of $5,000,000 in the case of clause (ii) in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) to the extent such certificates constitute certificated securities (other than checks received Collateral Agent in the ordinary course of business), together with suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignments assignment in blankblank and (y) agrees, in any event, to deliver all of its respective Closing Date Pledged Collateral within 60 days of the date hereof (or such longer period as agreed to by the Collateral Agent in its sole discretion). Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all certificated Pledged Stock now owned or hereafter acquired by such Grantor. (b) Except as otherwise addressed In addition to the requirements of preceding clause (a), each Grantor will cause each Intercompany Note with a value in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be excess of $1,000,000 or become evidenced by any other promissory note (which may issued by the Borrower or any of its Subsidiaries to such Grantor to be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, as a supplement to Schedule II 3.03 hereto and be made a part hereof; providedthereof, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Administrative Agent (or its non-fiduciary agent or designee) upon execution any and all Pledged Securities (i) on the date hereof (or such later date as the Administrative Agent may reasonably agree), in the case of this Agreement all certificatesany such Pledged Securities owned by such Grantor on the date hereof, now and (ii) on or hereafter acquiredbefore the next Quarterly Update Date (or such later date as the Administrative Agent may reasonably agree), if any, representing or evidencing in the case of any such Pledged Collateral Securities acquired by such Grantor after the date hereof; provided that no Grantor shall be required to deliver to the extent such certificates constitute certificated securities Administrative Agent (or its designee) (x) any Pledged Securities representing Capital Stock in any Person that is not a Restricted Subsidiary, any Restricted Subsidiary that is not a Wholly-Owned Subsidiary or any Restricted Subsidiary that is not a Material Subsidiary or (y) any promissory notes or other evidence of Indebtedness in an individual amount of less than checks received US$10,000,000 (or the equivalent thereof in the ordinary course of businessother currencies), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Each Grantor will cause all Indebtedness owed to such Grantor by the Company or any Grantor shall Restricted Subsidiary to be or become evidenced by any a duly executed promissory note (which may be a global notethe Global Promissory Note) that is delivered to the Administrative Agent (i) on the date hereof (or such later date as the Administrative Agent may reasonably agree), in the case of any such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note existing on the date hereof, and (ii) on or before the next Quarterly Update Date (or such later date as the Administrative Agent may reasonably agree), in an aggregate principal amount the case of less than $1,000,000 owed to the applicable Grantor by any Person) such promissory note acquired by such Grantor or such longer period as after the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentdate hereof. (c) Upon delivery to the Term Collateral AgentAdministrative Agent (or its designee), (i) any certificate or promissory note representing Pledged Securities required to be delivered to the Administrative Agent pursuant to this Agreement shall be accompanied by undated stock or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent duly executed by the applicable Grantor in blank and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral required to be delivered to the Administrative Agent pursuant to this Agreement shall be accompanied by undated proper instruments of assignment transfer duly executed in blank by the applicable Grantor in blank and such other instruments and documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Agent pursuant to the terms hereof (the "Additional Collateral") shall be delivered to the Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Agent pursuant hereto and shall be delivered in the ordinary course of business)suitable form for transfer by delivery, together with or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (or its custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that, upon written notice from the Agent, it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that, upon written notice from Agent, it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 10 days of the receipt by a 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 Agent in respect of the Additional Collateral to be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged 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. (b) Except as otherwise addressed If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash or in securities or other property or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, in each case except for such distributions permitted to be a global note)retained by such Pledgor pursuant to Section 7 hereof, such note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Agent, in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Agent as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Agent any and all Pledged Securities required to be pledged hereunder (or its non-fiduciary agent or designeei) upon execution of this Agreement all certificateson the date hereof, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course case of business)any such Pledged Securities owned by such Grantor on the date hereof, together with duly executed instruments and (ii) promptly after the acquisition thereof, in the case of transfer or assignments in blankany such Pledged Securities acquired by such Grantor after the date hereof. (b) Except as otherwise addressed Each Grantor (i) will cause all Indebtedness for borrowed money in Section 3.03(b) herein, if any a principal amount payable with respect to any Indebtedness of $10,000,000 or more owed to such Grantor by any Grantor shall Loan Party to be or become evidenced by any a duly executed promissory note (which may x) on the date hereof, in the case of any such Indebtedness existing on the date hereof or (y) promptly following the incurrence thereof in the case of Indebtedness incurred after the date hereof, and (ii) agrees to deliver or cause to be a global note), such note or instrument shall be promptly delivered (but in to the Collateral Agent any event within 45 days of receipt and all Pledged Debt Securities (other than any promissory note notes and other evidences of Indebtedness in an aggregate a principal amount of less than $1,000,000 owed to 10,000,000), (I) on the applicable Grantor by date hereof, in the case of any Person) such Pledged Debt Securities owned by such Grantor or on the date hereof (including pursuant to clause (i)) and (II) promptly after the acquisition thereof (and, in any event as required under the Credit Agreement) in the case of any such longer period as Pledged Debt Securities acquired after the Term date hereof; provided that the requirements in this Section 2.01(b) will not apply to any intercompany Indebtedness owed to a Grantor that is otherwise assigned to the Collateral Agent may agree pursuant to a Collateral Agreement in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank form and in a manner substance reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities evidencing Pledged Equity Interests shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as may be necessary or as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor in blank and such other instruments and or documents as may be necessary or as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Subject to the other provisions of this Section 2.02, each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 60 days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated). (b) The Grantors will cause any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors) having a principal amount in excess of (i) $1,000,000 individually or (ii) when aggregated with an undated instrument of transfer all other such Indebtedness for which this clause has not been satisfied, $5,000,000 in the aggregate, to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. (d) Each Grantor shall immediately upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission deliver the original certificates representing Pledged Equity, the pledge of which is governed by NRS 463.510 (such Pledged Equity, the “Nevada Gaming Pledged Equity”), together with stock powers executed in blank, to the Collateral Agent or, subject to Section 2.07, the Escrow Agent to be held by the Collateral Agent or, subject to Section 2.07, in escrow by the Escrow Agent within the State of Nevada, subject to the requirements of the Nevada Gaming Control Board and Nevada Gaming Commission in accordance with applicable provisions of the Nevada Gaming Control Act and regulations promulgated thereunder. Each In addition, each Grantor shall upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission execute and deliver and cause to be executed and delivered such other documents and instruments (including UCC financing statements) as the Collateral Agent, in its reasonable discretion, deems necessary or desirable to create, evidence or perfect its security interest in the Nevada Gaming Pledged Equity, including, if applicable, the execution and delivery of the Escrow Agreement referred to in Section 2.07. (e) Notwithstanding any other provision of this Agreement: (i) The prior approval of the Nevada Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Nevada Gaming Pledged Securities Equity (except back to original Grantor), the pledge of which is governed by NRS 463.510, and before any other enforcement of the Security Interest of the Collateral Agent in such Nevada Gaming Pledged Equity may occur; (ii) The stock certificates evidencing the Nevada Gaming Pledged Equity, the pledge of which is governed by NRS 463.510, must at all times remain physically within the State of Nevada at a location designated to the Nevada Gaming Board and must be made available for inspection by agents or employees of the Nevada Gaming Board immediately upon request during normal business hours; and, (iii) The provisions of this Agreement relating to the Nevada Gaming Pledged Equity shall not be accompanied amended without the prior administrative approval of the Chairman of the Nevada Gaming Board or his designee. Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement that increase or change the Nevada Gaming Pledged Equity that are the subject of the pledge which is governed by a schedule describing NRS 463.510 that change the location of the Nevada Gaming Pledged Equity in the possession of the Collateral Agent or, subject to Section 2.07, the Escrow Agent, or that change the identity of the Collateral Agent or, subject to Section 2.07, the Escrow Agent. (f) The prior approval of the Mississippi Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Pledged Equity issued by any Person that is licensed by or registered with the Mississippi Gaming Commission (except back to the original Grantor), the pledge of which is governed by Miss. Code ▇▇▇. Section ▇▇-▇▇-▇▇▇ (such Pledged SecuritiesEquity, the “Mississippi Gaming Pledged Equity”), and before any other enforcement of the Security Interest in such Mississippi Gaming Pledged Equity may occur; (g) This Agreement shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Control Board or his designee. Such administrative approval may not be granted regarding amendments to the this Agreement or, subject to Section 2.07, the Escrow Agreement that increase or change the Equity Interests that are the subject of the pledge which schedule is governed by NRS 463.510, or that change the identity of the Collateral Agent or, subject to Section 2.07, the Escrow Agent. In the event that the Collateral Agent exercises one or more of the remedies set forth in this Agreement with respect to the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, including, without limitation, the foreclosure, transfer, sale, distribution or other disposition of any interest therein (except back to the Grantor), the exercise of voting and consensual rights, and any other enforcement of the security interest in such Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, such action will require the separate and prior approval of the Gaming Authorities in Nevada and Mississippi, respectively, with respect to the Nevada Gaming Pledged Equity and the Mississippi Gaming Pledged Equity, respectively, and, in the case of the Missouri Gaming Pledged Equity, the provision of 30 days prior notice to the Gaming Authorities in Missouri or the licensing or finding of suitability of the Collateral Agent or any transferee thereof, in each case unless such licensing or suitability requirement is waived thereby or is otherwise not required under the applicable Gaming Laws; (h) The Collateral Agent and, subject to Section 2.07 in the case of the Nevada Gaming Pledged Equity, the Escrow Agent will be required to comply with the reasonable conditions, if any, imposed by the Gaming Authorities in connection with their approval of the pledge granted hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity; provided that the Collateral Agent and, subject to Section 2.07, the Escrow Agent shall not be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure to provide have knowledge of any such schedule conditions until written notice thereof has been delivered to the Collateral Agent and, subject to Section 2.07 in the case of the Nevada Gaming Pledged Equity, the Escrow Agent by the Borrower; (i) Any approval of the Gaming Authorities of this Agreement, any amendment hereto shall or the pledge hereunder, in each case in the Nevada Gaming Pledged Equity or the Mississippi Gaming Pledged Equity, or, in the case of the Missouri Gaming Pledged Equity, the satisfaction of the notice obligations under the Gaming Laws of Missouri with respect to this Agreement in the Missouri Gaming Pledged Equity, any amendment hereto or the pledge hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, does not affect constitute approval, either express or implied, of the validity Collateral Agent to take any actions provided for in this Agreement, for which separate approval by the Gaming Authorities or the satisfaction of such pledge separate notice provisions may be required by the Gaming Laws; and (j) The Collateral Agent, the Secured Parties and their respective successors and assigns are subject to being called forward by the Gaming Authorities in their sole and absolute discretion, for licensing, a finding of such suitability or other investigation authorized by the Gaming Laws in order to remain entitled to the benefits of this Agreement, any other Loan Documents and any Intercreditor Agreement, in each case with respect to the Nevada Gaming Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredEquity, the Mississippi Gaming Pledged Equity and the Missouri Gaming Pledged Equity.

Delivery of the Pledged Collateral. (a) Each Subject to the ABL/Bond Intercreditor Agreement, each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured PartiesCreditors, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent on the Amendment No. 1 Closing Date (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral such later date as may be specified pursuant to the extent Credit Agreement) all Pledged Securities directly owned by it on such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable date and with respect to any Indebtedness owed Pledged Securities issued or acquired after such date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such compliance certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than the Company or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $5 million individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities directly owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 thirty (30) days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities (other than any uncertificated securities). If any uncertificated securities subsequently become certificated such that they constitute Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within thirty (30) days after the date such certificates become certificated or such longer period as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with respect to Indebtedness owed to any Grantor by any Person other than Parent or any of its Subsidiaries, will use reasonable best efforts to cause) any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors and Indebtedness constituting an undated instrument Excluded Asset) having, (A) in the case of transfer intercompany notes, an aggregate principal amount in excess of $15 million individually and (B) in the case of third party notes, an aggregate principal amount in excess of $10 million individually, to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in the Pledged Collateral by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date (in the case of any Grantor will promptly that grants a Lien on any of its assets hereunder on the Closing Date (each, including, for the avoidance of doubt, the Borrower, a “Closing Date Grantor”)) or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the applicable Secured Parties, together with an undated instrument of transfer duly executed in blank any and in a manner reasonably satisfactory all Pledged Securities (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated); provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the Term extent the face amount of any such Instrument or Promissory Note equals or exceeds $5,000,000 individually. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated), such Grantor shall deliver or cause to be delivered to the Collateral AgentAgent such Pledged Security as Collateral within the later to occur of (i) thirty (30) calendar days following the date on which such assets are acquired or (ii) the earlier of (x) the date on which the next Compliance Certificate is required to be delivered pursuant to Section 6.02(a) of the Credit Agreement following such event and (y) the date which is forty-five (45) calendar days after the end of the most recently ended fiscal quarter of Parent (or such later date as may be acceptable to the Administrative Agent in its discretion); provided that Promissory Notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent the face amount of any such Instrument or Promissory Note equals or exceeds $5,000,000 individually. (b) [Reserved]. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note Promissory Note representing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly duly-executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestAgent. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached toto supplement Schedule 6 and/or Term Loan Security Agreement Schedule I of the Perfection Certificate, and shall supplement, Schedule II hereto as applicable and be made a part hereofthereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of the Borrower or any wholly-owned Domestic Subsidiary of the Borrower) on the Closing Date, after the use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion). (e) The assignment, pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Term Collateral Agent (on or its non-fiduciary agent or designee) upon prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Financing Agreement (the "Additional Collateral") shall be delivered to the extent Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, such Pledgor shall cause, and if the issuer of such Pledged Collateral is an issuer other than a Subsidiary of the Pledgor, shall use commercially reasonable efforts to cause, the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. (ii) Within ten (10) Business Days of the receipt by a 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II 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 delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) Except If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Pledged 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 otherwise addressed an addition to, substitution for, or in Section 3.03(bexchange for, any Pledged Collateral, or otherwise, (iii) herein, if any amount dividends payable with respect in cash (except such dividends permitted to any Indebtedness owed to any Grantor shall be or become evidenced retained by any promissory note such Pledgor pursuant to Section 7 hereof) or in securities or other property or (which may be iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent (except to the extent such dividend, distribution, cash payment or other property is permitted to be retained by such Pledgor or pursuant to Section 7 hereof), in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Subject to the Pari Passu Intercreditor Agreement and the ABL/Bond Intercreditor Agreement, each Grantor will promptly deliver to the Term Notes Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Notes Collateral Agent may agree in its reasonable discretion) to the Term Notes Collateral Agent, for the benefit of the Noteholder Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner and form reasonably satisfactory necessary to grant the Term Notes Collateral AgentAgent control over such Collateral. (c) Upon delivery to the Term Notes Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank and in a manner and form reasonably necessary to grant the Notes Collateral Agent control over such Collateral or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Notes Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Notes Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Except with respect to certificates, agreements or instruments representing or evidencing any Pledged Stock in existence on the date hereof that Administrative Agent has agreed with the Grantors can be delivered after the date hereof pursuant to arrangements specified by the Collateral Agent, each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement represents and warrants that all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing the Pledged Collateral Stock and the Pledged Debt in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) have been delivered to the extent such certificates constitute certificated securities (other than checks received Collateral Agent in the ordinary course of business), together with suitable form for transfer by Delivery and accompanied by duly executed instruments of transfer or assignments assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Stock now owned or hereafter acquired by such Grantor. (b) Except as otherwise addressed in Section 3.03(bIn addition to the requirements of preceding clause (a), each Grantor will cause (i) herein, if each Intercompany Note or other promissory note issued by the Borrower or any amount payable with respect of its Subsidiaries to such Grantor and (ii) each promissory note evidencing any Indebtedness for borrowed money owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor other Person which is in excess of $500,000 or such longer period as the Term Collateral Agent may agree equivalent amount in its reasonable discretion) another currency to be delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, as a supplement to Schedule 3.03 to the Canadian GCA Disclosure Letter and shall supplement, Schedule II hereto and be made a part hereof; providedthereof, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees to deliver or cause to be delivered as promptly deliver to the Term Collateral Agent as practicable (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 days after (x) the Closing Date in the case of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) Pledged Securities owned by such Grantor on the Closing Date or (y) the date of acquisition thereof in each other case, or, in each case such longer period as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02; provided, that all Pledged Securities representing or evidencing the Equity Interests of the Parent Borrower, the Co-Borrower and each wholly-owned Material Domestic Subsidiary of a Grantor as of the Closing Date shall be delivered to the Administrative Agent on the Closing Date; provided further, that, notwithstanding anything to the contrary herein, the Grantors shall not be required to deliver Pledged Securities representing Pledged Equity other than Pledged Securities representing or evidencing the Equity Interests of each wholly owned Material Domestic Subsidiary of a Grantor and each wholly owned Material Foreign Subsidiary of a Grantor. (b) Each Grantor will cause (i) any indebtedness for borrowed money owed to such Grantor by any Person (other than intercompany indebtedness between Loan Parties and intercompany indebtedness referred to in the following clause (ii)) having an undated instrument aggregate principal amount in excess of transfer $5,000,000 to be evidenced by a duly executed promissory note, and (ii) any intercompany indebtedness owing to such Grantor by a Non-Loan Party having an aggregate principal amount in blank excess of $5,000,000 to be evidenced by (x) a duly executed global promissory note to which such Non-Loan Party is a signatory, or (y) at the option of the Grantor, a duly executed promissory note; in each case (i) and in a manner reasonably satisfactory (ii) that is delivered to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Administrative Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, security powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, hereto as a supplement to Schedule I and shall supplement, Schedule II hereto and be made a part hereofof Schedule I; provided, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties (or, to the Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the benefit of the Collateral Agent and all of the Secured Parties) (i) in the case of any Pledged Securities owned by such Grantor on the date hereof, together with an undated instrument any and all such Pledged Securities on the date hereof (or such later date as the Collateral Agent (acting at the direction of transfer the Required Purchasers) agrees in its reasonable discretion), and (ii) within ninety (90) days (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) after the acquisition thereof, any and all Pledged Securities acquired by such Grantor after the date hereof. Notwithstanding the foregoing, Pledged Securities representing Equity Interests of Immaterial Subsidiaries or Persons (other than Note Parties) that are not Subsidiaries shall not be required to be delivered. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Subsidiary in a principal amount of $10,000,000 or more that is evidenced by a duly executed in blank and in a manner reasonably satisfactory promissory note to be delivered to the Term Collateral AgentAgent (or, to the Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the benefit of the Collateral Agent and all of the Secured Parties) pursuant to the terms hereof, (i) in the case of such Indebtedness owed to such Grantor on the date hereof, on the date hereof (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) and (ii) in the case of any other such Indebtedness, within ninety (90) days (or such later date as the Collateral Agent (acting at the direction of the Required Purchasers) agrees in its reasonable discretion) after the acquisition thereof. (c) Upon delivery to the Term Collateral AgentAgent (or, to the Controlling Collateral Agent to be held in accordance with the terms of the Revolving/Note Intercreditor Agreement for the benefit of the Collateral Agent and all of the Secured Parties), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent (acting at the direction of the Required Purchasers) and by such other instruments and documents as the Term Collateral Agent (acting at the direction of the Required Purchasers) may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent (acting at the direction of the Required Purchasers) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Grantor, in each case, subject to the Term Collateral Agent Agreed Security Principles, (or its non-fiduciary agent or designeei) upon execution of this Agreement has delivered (A) all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Equity Interests constituting securities issued to or held by such Grantor on the extent such certificates constitute certificated securities Closing Date and (B) all instruments or other transferable documents, if any, representing (x) any Indebtedness for borrowed money (other than checks received intercompany loans referred to in clause (y) below) and (y) any intercompany loans (other than any short-term intercompany current liabilities incurred in the ordinary course of businessbusiness in connection with the cash management operations of Holdings and the Subsidiaries), to the Collateral Agent, together with duly executed undated blank membership interest, stock or note powers, as applicable, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent and (ii) with respect to (A) any certificates representing the Pledged Equity Interests constituting securities issued to or assignments held by such Grantor acquired after the Closing Date and (B) any instruments or other transferable documents representing (x) any Indebtedness for borrowed money (other than intercompany loans referred to in blankclause (y) below) acquired after the Closing Date and (y) any intercompany loans (other than any short-term intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings and the Subsidiaries) owed to such Grantor, agrees, within 30 days (as such date may be extended by the Collateral Agent acting reasonably) of receipt thereof, to deliver or cause to be delivered to the Collateral Agent any and all such certificates, instruments or other transferable documents. (b) Except as otherwise addressed in Section 3.03(bEach Grantor will cause (i) herein, if any amount payable with respect to any Indebtedness for borrowed money (other than intercompany loans referred to in clause (ii) below) having an aggregate outstanding principal amount in excess of €5,000,000 owed to any such Grantor shall be or become evidenced by any promissory note Person and (which may be a global note), such note or instrument shall be promptly delivered (but in ii) any event within 45 days of receipt intercompany loans (other than any short-term intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings and the Subsidiaries) owed to such Grantor, in each case, to be evidenced by a duly executed promissory note in an aggregate principal amount of less than $1,000,000 owed (or pursuant to a global note) that is pledged and delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate certificate, instrument or promissory note document representing or evidencing Pledged Securities shall be accompanied by undated membership interest, stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request to perfect (including to achieve priority) the Security Interest in such Pledged Securities under applicable law and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably requestrequest to perfect (including to achieve priority) the Security Interest in such property under applicable law. Each If reasonably requested by the Collateral Agent, each delivery of a certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached toas a supplement to Schedule I or II, as applicable, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. Without limiting the foregoing, each Grantor hereby authorizes the Collateral Agent to supplement this Agreement by supplementing Schedules I and II hereto to identify specifically any Pledged Collateral of a Grantor; provided that failure to attach any such schedule hereto shall not affect the validity of the security interest in any such Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designeei) upon execution of on the date such Grantor becomes party to this Agreement all certificates, now (or hereafter acquired, if any, representing or evidencing such later date as agreed to by the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received Agent in the ordinary course of businessits reasonable discretion), together with duly executed instruments of transfer any Pledged Securities owned by such Grantor on such date, and (ii) promptly (and in any event within 90 days after receipt by such Grantor or assignments such longer period agreed to by the Collateral Agent in blank. (bits reasonable discretion) Except after the acquisition thereof, any such Pledged Securities acquired by such Grantor after the date such Grantor becomes party to this Agreement; provided that, except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor Pledged Debt Securities shall be or become evidenced by any promissory note (which may required to be delivered only to the extent evidencing Indebtedness for borrowed money in a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less greater than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent22,500,000. (cb) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver On the Closing Date (in the case of any Loan Party that grants a Lien on any of its assets hereunder on the Closing Date (a “Closing Date Grantor”) or on the date on which it signs and delivers a joinder to the Term Collateral Agent Agreement as a Guarantor and such other security agreements and documents required under Section 10.1.11(a)(i)(A) of the Agreement, each Loan Party shall deliver or cause to be delivered to Agent, for the benefit of the Secured Parties (or its non-fiduciary agent or designeeTerm Agent so long as the Term Debt Intercreditor Agreement is in effect), any and all Pledged Securities (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Pledged Securities, in the case of Promissory Notes and Instruments evidencing Debt, are required to be delivered pursuant to paragraph (b) of this Section 1.1.1. Thereafter, whenever such Loan Party acquires any other Pledged Security (other than checks received any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated), such Loan Party shall concurrently with the first Compliance Certificate required to be delivered thereafter pursuant to Section 10.1.2 of the Agreement deliver or cause to be delivered to Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect) such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the ordinary course case of business)Promissory Notes and Instruments evidencing Debt, together with duly executed instruments of transfer or assignments in blankare required to be delivered pursuant to Section 1.1.1(b) hereof. (b) Except as otherwise addressed Each Loan Party will cause (i) all Debt of Parent and Restricted Subsidiaries that, in Section 3.03(b) hereineach case, if any amount payable with respect is owing to any Indebtedness owed such Loan Party to any Grantor shall be or become evidenced by the Intercompany Note or other Promissory Note, (ii) the Intercompany Note or such other Promissory Note to be pledged and delivered to Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect) pursuant to the terms hereof and (iii) any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in Debt for borrowed money having an aggregate principal amount equal to or in excess of less than $1,000,000 5,000,000 owed to the applicable Grantor such Loan Party by any Person) by such Grantor Person (other than Parent or such longer period as the Term Collateral Agent may agree in its reasonable discretiona Restricted Subsidiary) to the Term Collateral be evidenced by a duly executed Promissory Note that is pledged and delivered to Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed (or Term Agent so long as the Term Debt Intercreditor Agreement is in blank and in a manner reasonably satisfactory effect), within 30 days after creation or acquisition thereof, pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to Agent (or Term Agent so long as the Term Collateral AgentDebt Intercreditor Agreement is in effect), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor Loan Party and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of For any period in which Pledged Securities are delivered to the Agent (or Term Agent so long as the Term Debt Intercreditor Agreement is in effect), the Loan Parties shall provide with the first Compliance Certificate required to be accompanied by delivered thereafter pursuant to Section 10.1.2 of the Agreement a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto 7.1.1 (a) to the Agreement and be made a part hereof; 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 supplement any prior schedules so delivered. (d) Notwithstanding the foregoing, to the extent that any Closing Date Grantor does not or cannot deliver any Pledged Collateral (other than Pledged Collateral consisting of the Equity Interests of Parent or any wholly-owned Domestic Subsidiary of Parent) on the Closing Date notwithstanding its use of commercially reasonable efforts to do so, such Closing Date Grantor shall not be required to deliver such Pledged Collateral until the date that is sixty (60) days following the Closing Date (or such longer period as Agent may agree in its reasonable discretion). (e) The assignment, pledge and security interest granted in Section 7.1.1 of the Agreement are granted as security only and shall not subject Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Loan Party with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Securities shall be delivered to the Term Lender on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral Agent (or its non-fiduciary agent or designee) upon execution from time to time required to be pledged to the Lender pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Loan Agreement (the “Additional Collateral”) shall be delivered to the extent Lender as soon as practicable upon the receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Lender pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Lender. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Lender (or its designated custodian or nominee) to become the registered holder thereof, or cause or direct each issuer of such securities to agree that upon the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Lender with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Lender (or its custodian, nominee or other designee ), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Lender without further consent by such Pledgor. (ii) Within 10 Business Days of the receipt by a 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 Lender, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I or II hereto, as the case may be. Each Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 (to the extent applicable) hereof with respect to such Additional Collateral. (b) Except as otherwise addressed If any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged 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 global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesLender in accordance with the terms hereof, together shall segregate it from such Pledgor’s other property and shall deliver it by customary means of delivery forthwith to the Lender in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, Lender as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent on the Effective Date (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral such later date as may be specified pursuant to the extent Credit Agreement) all Pledged Securities directly owned by it on such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable date and with respect to any Indebtedness owed Pledged Securities issued or acquired after such date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such compliance certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities. If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Collateral Agent, for the benefit of the Secured Parties, any and all such certificates. (b) The Grantors will cause (or, with an undated instrument respect to Indebtedness owed to any Grantor by any Person other than the Company or any of transfer its Subsidiaries, will use reasonable best efforts to cause) any Pledged Debt (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $5,000,000 individually to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredAgent.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Administrative Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral subject to the extent such certificates constitute certificated securities terms of the Intercreditor Agreement) any and all Pledged Securities (other than checks received i) on the Effective Date, in the ordinary course case of business)any such Pledged Securities owned by such Grantor on the Effective Date, together with duly executed instruments and (ii) within 30 days following the acquisition thereof by such Grantor, in the case of transfer or assignments in blankany such Pledged Securities acquired by such Grantor after the Effective Date. (b) Except as otherwise addressed Each Grantor will cause (i) all Indebtedness of Holdings, the Company and each Subsidiary that, in Section 3.03(b) hereineach case, if any amount payable with respect is owing to any Indebtedness owed such Grantor to any Grantor shall be or become evidenced by any promissory note the Global Intercompany Note, (which may ii) the Global Intercompany Note to be a global note), such note or instrument shall be promptly pledged and delivered to the Administrative Agent (but in any event within 45 days subject to the terms of receipt the Intercreditor Agreement) and (iii) all Indebtedness (other than Permitted Investments) of any promissory note Person other than Holdings, the Company or any Subsidiary in an aggregate a principal amount of less than $1,000,000 owed 5,000,000 or more that is owing to a Grantor to be evidenced by a promissory note that is pledged and delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Administrative Agent may agree in its reasonable discretion) (subject to the Term Collateral Agent, for the benefit terms of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral AgentIntercreditor Agreement). (c) Upon delivery to the Term Collateral AgentAdministrative Agent (subject to the terms of the Intercreditor Agreement), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed by the applicable Grantor in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor in blank and such other instruments and or documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing such the Pledged SecuritiesSecurities so delivered, which schedule shall be deemed attached to, to and shall supplement, to supplement Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto or any error therein shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver cause to be delivered to the Term Collateral Agent (i) in the case of any Pledged Securities owned by such Grantor on the date hereof, any and all such Pledged Securities on the Effective Date (or within the time specified in Schedule 5.14 of the Credit Agreement), and (ii) within ninety (90) days (or such later date as the Collateral Agent agrees in its non-fiduciary agent reasonable discretion) after the acquisition thereof, any and all Pledged Securities acquired by such Grantor after the date hereof. Notwithstanding the foregoing, Pledged Securities representing Equity Interests of Immaterial Subsidiaries or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Persons (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankLoan Parties) that are not Subsidiaries shall not be required to be delivered. (b) Except as otherwise addressed Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Subsidiary in Section 3.03(ba principal amount of $10,000,000 or more that is evidenced by a duly executed promissory note to be delivered to the Collateral Agent pursuant to the terms hereof, (i) herein, if any amount payable with respect to any in the case of such Indebtedness owed to any such Grantor shall be on the date hereof, on the Effective Date or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but within the time specified in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed Schedule 5.14 to the applicable Grantor by Credit Agreement and (ii) in the case of any Personother such Indebtedness, within ninety (90) by such Grantor days (or such longer period later date as the Term Collateral Agent may agree agrees in its reasonable discretion) to after the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentacquisition thereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Term Collateral Agent (on or its non-fiduciary agent or designee) upon prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Financing Agreement (the “Additional Collateral”) shall be delivered to the extent Collateral Agent promptly upon, but in any event within ten (10) Business Days of, receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. (ii) Within ten (10) Business Days of the receipt by a 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II 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 delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (b) Except as Unless otherwise addressed in Section 3.03(b) hereinpermitted under the Financing Agreement, if any amount Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Pledged 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 Pledged Collateral, or otherwise, (iii) dividends payable with respect in cash (except such dividends permitted to any Indebtedness owed to any Grantor shall be or become evidenced retained by any promissory note such Pledgor pursuant to Section 7 hereof) or in securities or other property or (which may be iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global note)partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesCollateral Agent, together shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Administrative Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Amendment No. 3 Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities directly owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Amendment No. 3 Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Amendment No. 3 Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of receipt the Credit Agreement (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed or, if earlier, the date on which such Compliance Certificate is actually delivered to the applicable Grantor by any PersonAdministrative Agent) by such Grantor or such longer period later date as to which the Term Collateral Administrative Agent may agree in its reasonable discretion) to the Term Collateral Administrative Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank any and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so If any Pledged Equity consisting of uncertificated securities subsequently becomes certificated such that it constitutes Pledged Securities, the applicable Grantor agrees to deliver or cause to be delivered shall supplement as promptly as practicable (and in any prior schedules so deliveredevent, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured Parties, any and all such certificates.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "Additional Collateral") shall be delivered to the Collateral Agent within 10 Business Days of receipt thereof by or on behalf of Pledgor. All such promissory notes, certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank. (b) Except as otherwise addressed , all in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank form and in a manner substance reasonably satisfactory to the Term Collateral Agent. . Within 10 Business Days of the receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (ca "Pledge Amendment") Upon delivery shall be delivered to the Term Collateral Agent, (i) in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory Pledge Amendment delivered to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) shall for all other property comprising part of the purposes hereunder constitute Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule Pledgor shall be deemed attached to, upon delivery thereof to have made the representations and shall supplement, Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so deliveredAdditional Collateral.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver All certificates currently representing the Pledged Securities shall be delivered to the Term Agent on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Agent (or its non-fiduciary agent or designee) upon execution pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral Loan Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the extent Agent promptly upon the receipt thereof by or on behalf of a Pledgor. All such certificates constitute certificated securities (other than checks received and instruments shall be held by or on behalf of the Agent pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank, all in form and substance reasonably satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, the relevant Pledgor shall cause the Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, the relevant Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee ), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. (ii) Within 5 Business Days of the receipt by a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral 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. (b) Except as otherwise addressed If any Pledgor shall receive, by virtue of its being or having been an owner of any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in Section 3.03(b) hereinconnection with any increase or reduction of capital, if any amount payable with respect to any Indebtedness owed to any Grantor shall be reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or become evidenced by any split-off), promissory note or other instrument, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by a global note)Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions 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 note Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or instrument shall be promptly delivered (but distribution in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured PartiesAgent, together shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Agent in the exact form received, with an undated instrument of transfer any necessary indorsement and/or appropriate stock powers duly executed in blank and in a manner reasonably satisfactory blank, to be held by the Term Collateral Agent. (c) Upon delivery to Agent for the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part benefit of the Lenders as Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver All certificates and instruments currently representing the Pledged Shares and Pledged Warrants are being delivered to Pledgee concurrently with the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution and delivery of this Agreement all certificatesAgreement, now or hereafter acquiredto be held by it hereunder. The certificates and instruments being delivered hereunder consist of three stock certificates (two for 400,000 shares of the Pledged Shares each, if anyand one for 200,000 shares of the Pledged Shares), representing or and three separate warrants (two evidencing the right to purchase 16,393,442 shares of Common Stock each, and one evidencing the right to purchase 8,196,723 shares of Common Stock). All other certificates and other instruments constituting Pledged Collateral from time to time shall be delivered to Pledgee promptly upon the extent receipt thereof by or on behalf of the Pledgor. All such certificates constitute certificated securities (other than checks received and instruments shall be held by Pledgee pursuant hereto and shall be delivered in the ordinary course of business), together with suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignments assignment in blank. , all in form and substance satisfactory to Pledgee. Any new, additional or different securities or other property (bother than regular cash dividends) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable which may now or hereafter become distributable with respect to any Indebtedness owed to any Grantor shall be or become evidenced the Pledged Collateral by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days reason of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powerssplit, as applicablestock dividend, duly executed in blank recapitalization, combination of shares, exchange of shares or other undated instruments of transfer duly executed in blank and reasonably satisfactory to change affecting the Term Collateral Agent and by such other instruments and documents Common Stock as the Term Collateral Agent may reasonably request and a class or (ii) all any merger, consolidation or other property comprising reorganization affecting the capital structure of Pledgee shall, upon receipt by Pledgor, be promptly delivered to and deposited with Pledgee as part of the Pledged Collateral shall be accompanied by undated proper instruments hereunder. To the extent Pledgee reasonably deems it necessary or advisable to perfect its security interest hereunder in addition to its possession of assignment duly executed in blank by the applicable Grantor Pledged Collateral, Pledgor hereby authorizes Pledgee, concurrently with its execution and such other instruments delivery of this Agreement or at any time that Pledgee may thereafter determine, to prepare and documents file UCC-1 financing statements naming Pledgor as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule debtor and Pledgee as secured party and describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredcollateral pledged hereunder in reasonable detail.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than (x) any uncertificated securities, but only for so long as such securities remain uncertificated and (y) share certificates for the Foreign Subsidiaries listed on Schedule VI so long as such certificates are delivered within 30 days after the Closing Date) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer the Dollar Amount of $5,000,000 owed to such Grantor by any Person to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Loan Collateral Agent, as agent for, among others, the Collateral Agent (and the Secured Parties, with copies to the Collateral Agent, any and all Pledged Securities, any and all Investment Property, and any and all certificates or its non-fiduciary agent other instruments or designee) upon execution documents valued in excess of this Agreement all certificates, now or hereafter acquired$1,000,000, if any, representing the Pledged Collateral. 3.2 After the Closing Date, promptly upon any Pledgor’s acquiring any Pledged Securities, and any certificates or evidencing the other instruments or documents valued in excess of $1,000,000 representing such Pledged Collateral, such Pledgor shall deliver or cause to be delivered such Pledged Collateral to the extent (i) until such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period time as the Term Collateral Agent may agree in its reasonable discretion) to Loan Financing Facility has been terminated, the Term Loan Collateral Agent, for as agent for, among others, the benefit of Collateral Agent and the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory copies to the Collateral Agent, and (ii) after termination of the Term Loan Financing Facility, the Collateral Agent. (c) Upon delivery to 3.3 Each Pledgor hereby irrevocably authorizes the Term Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 8.14 of the Security Agreement, to sign (iif required) and file in any certificate appropriate filing office, wherever located, any Financing Statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments filing office acceptance of transfer duly executed in blank and reasonably satisfactory to any Financing Statement. Each Pledgor also authorizes the Term Collateral Agent to file a copy of this Agreement in lieu of a Financing Statement, and to take any and all actions required by such any earlier versions of the UCC which are still in effect or by any other instruments and documents as Applicable Law. Each Pledgor shall provide the Term Collateral Agent may with any information the Collateral Agent shall reasonably request and (ii) all other property comprising part in connection with any of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredforegoing.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver All certificates currently representing the Pledged Shares shall be delivered to the Term Collateral Agent (on or its non-fiduciary agent or designee) upon prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral shall be delivered to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business)Collateral Agent promptly upon, together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 five (5) days of, receipt thereof by or on behalf of receipt (other than any promissory note in an aggregate principal amount the Pledgor. All such certificates and instruments shall be held by or on behalf of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree pursuant hereto and shall be delivered in its reasonable discretion) to the Term Collateral Agent, suitable form for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon by delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly powers executed in blank or other undated instruments of transfer duly executed blank, all in blank form and substance reasonably satisfactory to the Term Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) for the benefit of itself and the Secured Parties to become the registered holder thereof, or, upon the request of the Collateral Agent, cause each issuer of such securities to agree that it will comply with instructions originated by such other instruments and documents as the Term Collateral Agent may reasonably request and with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (b) If the Pledgor shall receive, by virtue of the Pledgor's being or having been an owner of any Pledged 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) or other instrument, (ii) all option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution in trust for the benefit of the Pledged Collateral Agent, shall be accompanied by undated proper instruments of assignment segregate it from the Pledgor's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank blank, to be held by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of as Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, Collateral and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure to provide any such schedule hereto shall not affect as further collateral security for the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredLiabilities.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent any and all Pledged Debt Securities (or its non-fiduciary agent or designeei) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received date hereof in the ordinary course case of business)any such Pledged Debt Securities owned by such Grantor on the date hereof, together with duly executed instruments of transfer or assignments in blank. and (bii) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note promptly (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 days after the end of receipt each fiscal quarter (other than or such later date as the Collateral Agent may reasonably agree)) after the acquisition thereof, in the case of any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) such Pledged Debt Securities acquired by such Grantor or such longer period as after the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) date hereof. Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Debt Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Debt Securities shall be accompanied by a schedule describing such Pledged Debt Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Debt Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement any and all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Securities (other than checks received Equity Interests of any Immaterial Subsidiary that is not a Loan Party) (i) as promptly as practicable after the Effective Date, and in any event within the time specified in Schedule 5.16 to the Credit Agreement (or such later date as the Collateral Agent may reasonably agree), in the ordinary course case of business)any such Pledged Securities owned by such Grantor on the date hereof, together with duly executed instruments and (ii) promptly (and in any event within sixty (60) days or such later date as the Collateral Agent reasonably agrees) after the acquisition thereof, in the case of transfer or assignments in blankany such Pledged Securities acquired by such Grantor after the date hereof. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or any Grantor shall Subsidiary in a principal amount in excess of $2,500,000 individually to be or become evidenced by any a duly executed promissory note (which may including, if such security interest can be perfected therein, a global grid note), such note or instrument shall be promptly ) that is pledged and delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) pursuant to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each On the Closing Date or on the date on which it signs and delivers its first Security Agreement Supplement (in the case of any Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer a Closing Date Grantor) or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), at such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period later date as the Term Collateral Agent may agree in its reasonable discretion) agree, each Grantor shall deliver or cause to be delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities then owned by such Grantor (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and other than any Security Entitlements); provided that promissory notes and Instruments evidencing Indebtedness shall only be so required to be delivered to the extent provided pursuant to paragraph (b)(ii) of this Section 2.02. Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and other than any Security Entitlements), such Grantor shall (within ninety days after receipt by such Grantor (or such longer period as the Collateral Agent may agree in its reasonable discretion)) deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral; provided that promissory notes and Instruments evidencing Indebtedness shall be so required to be delivered to the extent required pursuant to paragraph (b)(ii) of this Section 2.02. (i) As promptly as practicable (and in any event within ninety days after receipt by such Grantor (or such longer period as the Collateral Agent may agree in its sole discretion)), each Grantor will use commercially reasonable efforts to cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer the Materiality Threshold Amount owed to such Grantor by any Person (other than a Loan Party) to be evidenced by a duly executed in blank promissory note or Instrument to be pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (ii) Promissory notes and Instruments having an aggregate principal amount equal to the Materiality Threshold Amount or less need not be delivered to the Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities Collateral shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly duly-executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestAgent. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto to supplement Error! Reference source not found. and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such the pledge hereunder of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) The pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Grantor will Pledgor agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement any and all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankSecurities. (b) Except as otherwise addressed Each of the Borrower and each Subsidiary Party will cause any Indebtedness for borrowed money owed to it by any person to be pledged to the Collateral Agent pursuant to the terms hereof and any obligation in Section 3.03(b) hereinan amount greater than $100,000 included in such Indebtedness shall be evidenced by a writing (which, if any amount payable such writing is a promissory note, shall be delivered to the Collateral Agent together with instruments of transfer with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global notethereto endorsed in blank), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall shall, if certificated (as defined in the New York UCC), be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor Pledgor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such the Pledged SecuritiesSecurities then or theretofore delivered, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto and be made a part hereof; provided, provided that failure to provide attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of such the pledge of such any Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Subject to the Term Collateral Agent (Intercreditor Agreement, each Grantor agrees promptly to deliver or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral cause to be delivered to the extent such certificates constitute certificated securities (other than checks received in Lender or an agent on behalf of the ordinary course of business), together with duly executed instruments of transfer or assignments in blankLender any and all Pledged Securities. (b) Except as otherwise addressed in Section 3.03(bEach Grantor will cause (i) herein, if any amount payable with respect to any Indebtedness for borrowed money owed to such Grantor by the Parent or any Grantor shall subsidiary to be or become evidenced by any a duly executed promissory note (which may be a global note), such note or instrument shall be promptly except as otherwise provided pursuant to the Collateral Requirement) that is pledged and delivered to the Lender and (but in ii) any event within 45 days of receipt (other than any promissory note Indebtedness for borrowed money in an aggregate principal amount of less than exceeding $1,000,000 10,000,000 owed to the applicable such Grantor by any Person) other Person that is not the Parent or a subsidiary that is evidenced by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) a promissory note to be pledged and delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral AgentLender. (c) Upon delivery to the Term Collateral AgentLender, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent Lender and by such other instruments and documents as the Term Collateral Agent Lender may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Term Collateral Agent Lender may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto and be made a part hereof; 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly The Market Price (as defined in the Notes) of the Pledged Shares held by any Secured Party, as determined by such Secured Party in its sole discretion based on the thirty (30) day Volume Weighted Average (as defined in the Notes) of the Common Stock for the thirty (30) Trading Days (as defined in the Notes) immediately preceding the date of determination (the "Pledged Share Value"), shall at all times equal or exceed the aggregate principal amount outstanding under the Note (whether or not then due and payable) of such Secured Party. The Pledgor shall, within five business days following the receipt of notice from such Secured Party that the Pledged Share Value is less than the aggregate principal amount outstanding under the Note of such Secured Party, deliver additional shares ("Additional Pledged Shares") to such Secured Party in accordance with the terms of this Section 4 such that the Pledged Share Value (taking into account the fair market value of such Additional Pledged Shares) shall be no less than the aggregate principal amount outstanding under the Note. (b) In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to each of the Term Secured Parties as of date hereof a certificate with respect to the Pledged Shares to be initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to all other promissory notes, certificates and instruments constituting Pledged Collateral Agent (from time to time or its non-fiduciary agent or designee) upon execution required to be pledged to the Secured Parties pursuant to the terms of this Agreement or the Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the "Additional Collateral") such amount equal to a fraction (i) the numerator of which is the principal amount of such Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all certificatesNotes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to each Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, now certificates and instruments shall be held by each Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with shall be accompanied by duly executed instruments of transfer or assignments assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Secured Parties. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the applicable Secured Party (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 applicable Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of securities entitlements, the Pledgor shall transfer the applicable Secured Party Pro Rata Amount of such securities entitlements to each Secured Party (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 Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (bc) Except as otherwise addressed Promptly upon the receipt by the Pledgor of any Additional Collateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to each Secured Party, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes each Secured Party 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 Pledged Collateral and the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 3.03(b) herein, if any amount payable 6 with respect to such Additional Collateral. (d) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Indebtedness owed to Pledged Collateral, any Grantor shall be (i) stock certificate (including, without limitation, any certificate representing a stock dividend or become evidenced by 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, (which may ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 8 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a global notepartial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (collectively, the “Distribution Collateral”), the Pledgor shall hold such note or instrument shall be promptly delivered (but Distribution Collateral in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, trust for the benefit of the Secured Parties, together shall segregate it from the Pledgor’s other property and shall deliver the applicable Secured Party Pro Rata Amount of such Distribution Collateral forthwith to each Secured Party in the exact form received, with an undated instrument of transfer any necessary endorsement and/or appropriate stock powers duly executed in blank blank, to be held by the each Secured Party as Pledged Collateral and in a manner reasonably satisfactory to as further collateral security for the Term Collateral AgentSecured Obligations. (ce) Upon delivery So long as no Event of Default (as defined in the Notes) has occurred or is continuing, on the later to the Term Collateral Agent, occur of (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, the final Adjustment Date (as applicable, duly executed defined in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request Notes) and (ii) all other property comprising part the last business day of each fiscal quarter of the Company beginning with the fiscal quarter ended March 31, 2010, if both (x) the number of shares of Common Stock issuable pursuant to the Notes and Warrants then outstanding of a Secured Party is less than the number of Pledge Shares then held by such Secured Party and (y) the Pledged Share Value of the Pledged Collateral shall be accompanied Shares held by undated proper instruments such Secured Party exceeds 110% of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, that failure to provide any such schedule hereto shall not affect the validity Secured Obligations of such pledge Secured Party then outstanding (whether or not then due and payable), then no later than the tenth (10th) Trading Day following receipt of written notice from the Pledgor, such Secured Party shall release such number of Pledge Shares to the Pledgor equal to the difference of (A) the number of Pledge Shares then held by such Secured Party and (B) the number of shares of Common Stock issuable pursuant to the Notes and Warrants then outstanding of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so deliveredSecured Party.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Administrative Agent (or its non-fiduciary agent or designeeor, prior to the Discharge of Senior Obligations, the First Lien Administrative Agent, acting as gratuitous bailee of the Administrative Agent) upon execution (i) on the date such Grantor becomes party to this Agreement, any Pledged Securities owned by such Grantor on such date (other than, prior to the Discharge of Senior Obligations, Pledged Securities that are not required to be delivered to the First Lien Administrative Agent under the First Lien Loan Documents); provided that a Grantor that becomes party to this Agreement all certificates, now pursuant to Section 5.14 agrees only to deliver or hereafter acquired, if any, cause to be delivered Pledged Securities representing or evidencing the Pledged Collateral to the extent Equity Interests owned by such certificates constitute certificated securities Grantor in Material Subsidiaries, and (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. ii) promptly (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but and in any event within 45 30 days of after receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as agreed to by the Term Collateral Administrative Agent may agree in its reasonable discretion) after the acquisition thereof, any such Pledged Securities representing or evidencing Equity Interests in a Material Subsidiary acquired by such Grantor after the date such Grantor becomes party to this Agreement. (b) As promptly as practicable (and in any event within 30 days or such longer period agreed to by the Administrative Agent in its reasonable discretion after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 5.14)), each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by any Person in a principal amount of $5,000,000 or more to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Term Collateral Administrative Agent (or, prior to the Discharge of Senior Obligations, the First Lien Administrative Agent, for the benefit acting as gratuitous bailee of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory Administrative Agent) pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Administrative Agent (or, prior to the Discharge of Senior Obligations, the First Lien Administrative Agent, acting as gratuitous bailee of the Administrative Agent), (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Administrative Agent and by such other instruments and documents as the Term Collateral Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly 3.1 On or before the Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term ABL Collateral Agent, for as agent for, among others, the benefit of Collateral Agent and the Secured Parties, together with copies to the Collateral Agent, any and all Pledged Securities and any and all Investment Property representing the Pledged Collateral, and any and all certificates or other instruments or documents with an undated instrument individual face value in excess of transfer duly executed $1,000,000, if any. 3.2 After the Closing Date, promptly upon any Pledgor’s acquiring any Pledged Securities representing such Pledged Collateral, and any certificates or other instruments or documents with an individual face value in blank excess of $1,000,000, such Pledgor shall deliver or cause to be delivered such Pledged Collateral to (i) until such time as the ABL Facility has been terminated, the ABL Collateral Agent, as agent for, among others, the Collateral Agent and in a manner reasonably satisfactory the Secured Parties, with copies to the Term Collateral Agent, and (ii) after termination of the ABL Facility, the Collateral Agent. (c) Upon delivery to 3.3 Each Pledgor hereby irrevocably authorizes the Term Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 8.14 of the Security Agreement, to sign (iif required) and file in any certificate appropriate filing office, wherever located, any Financing Statement that contains any information required by the UCC of the applicable jurisdiction for the sufficiency or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments filing office acceptance of transfer duly executed in blank and reasonably satisfactory to any Financing Statement. Each Pledgor also authorizes the Term Collateral Agent to file a copy of this Agreement in lieu of a Financing Statement, and to take any and all actions required by such any earlier versions of the UCC which are still in effect or by any other instruments and documents as Applicable Law. Each Pledgor shall provide the Term Collateral Agent may with any information the Collateral Agent shall reasonably request and (ii) all other property comprising part in connection with any of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredforegoing.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. (b) Each Grantor will cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer $10,000,000 (or its equivalent in other relevant currencies) owed to such Grantor by any Person to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof; provided, however, that no Grantor shall be required to evidence with a promissory note such Grantor’s Investment in Holdco Loans. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, appropriate powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ai) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or All promissory notes currently evidencing the Pledged Collateral Debt and all certificates currently representing the Pledged Shares shall be delivered to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured PartiesLender Group, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory on or prior to the Term execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral Agent. (c) Upon delivery from time to time or required to be pledged to the Term Collateral Agent, for the benefit of the Lender Group, pursuant to the terms hereof (ithe "Additional Collateral") any certificate shall be delivered to the Agent promptly upon receipt thereof by or on behalf of Pledgor. All such promissory note representing Pledged Securities notes, certificates and instruments shall be held by or on behalf of the 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 satisfactory to the Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Pledgor shall cause the Agent (or note powersits designated custodian, as applicablenominee 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 Agent with respect to such securities without further consent by Pledgor. If any Pledged Collateral consists of security entitlements, Pledgor shall transfer such security entitlements to the Agent (or its designated custodian or nominee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by Pledgor. (ii) Within five (5) days of the receipt by Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by Pledgor, in blank substantially the form of Annex I hereto (a "Pledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Restated Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and 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. (b) If Pledgor shall receive, by virtue of Pledgor's being or having been an owner of any Pledged 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 undated instruments instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged 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 or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of transfer 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 benefit of the Agent, shall segregate it from Pledgor's other property and shall deliver it forthwith to the Agent, for the benefit of the Lender Group, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank and reasonably satisfactory blank, to be held by the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by and as further collateral security for the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so deliveredObligations.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly (x) represents and warrants that it has used commercially reasonable efforts to deliver to on the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement date hereof all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing (i) the Pledged Collateral Stock and (ii) the Pledged Debt with a value in excess of $5,000,000 in the case of clause (ii) in existence on the date hereof (collectively, the “Closing Date Pledged Collateral”) to the extent such certificates constitute certificated securities (other than checks received Notes Collateral Agent in the ordinary course of business), together with suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignments assignment in blankblank and (y) agrees, in any event, to deliver all of its respective Closing Date Pledged Collateral within 60 days of the date hereof (or such longer period as agreed to by the Notes Collateral Agent in its sole discretion). Each Grantor agrees promptly to deliver or cause to be delivered to the Notes Collateral Agent any and all certificated Pledged Stock now owned or hereafter acquired by such Grantor. (b) Except as otherwise addressed In addition to the requirements of preceding clause (a), each Grantor will cause each Intercompany Note with a value in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be excess of $1,000,000 or become evidenced by any other promissory note (which may issued by the Company or any of its Subsidiaries to such Grantor to be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Notes Collateral Agent. (c) Upon delivery to the Term Notes Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Notes Collateral Agent and by such other instruments and documents as the Term Notes Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Notes Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, as a supplement to Schedule II 3.03 hereto and be made a part hereof; providedthereof, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will Pledgor agrees promptly to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement any and all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankSecurities. (b) Except Each Pledgor will cause any Indebtedness for borrowed money owed to such 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 hereof; provided that no promissory note shall be necessary in the case of Indebtedness owing by the Borrower to any Restricted Subsidiary or by any Restricted Subsidiary to any other Restricted Subsidiary or to the Borrower so long as otherwise addressed in Section 3.03(b) hereinsuch Indebtedness, if any amount payable with respect ever represented by a promissory note, is pledged pursuant to any this Agreement. Notwithstanding the foregoing, all Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt Subsidiaries (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed Restricted Subsidiaries) and third parties that is owing to the applicable Grantor by Borrower or any Person) by such Grantor or such longer period as Restricted Subsidiary shall be pledged pursuant to this Agreement and the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agentshall have received all such promissory notes, for the benefit of the Secured Partiesif any, together with an undated instrument instruments of transfer duly executed with respect thereto endorsed in blank and in within ten days after the Effective Date; provided, that if after ten days following the Effective Date, a manner reasonably satisfactory promissory note which evidences such Indebtedness is created or found, such promissory note will be pledged to the Term Collateral AgentAgent as set forth in this paragraph. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor Pledgor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly to deliver or cause to be delivered to the Canadian Collateral Agent any and all Pledged Securities at any time owned by Grantor, including all security certificates evidencing Certificated Securities, all Instruments and all certificates evidencing any Special Equity Interests, whether or not such Special Equity Interests constitute Securities, and to hold in trust for the Canadian Collateral Agent upon receipt and immediately thereafter deliver to the Term Canadian Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificatesany Securities, now or security certificates evidencing Certificated Securities, Instruments and certificates evidencing any Special Equity Interests, in each case constituting Collateral, that are hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blankacquired by Grantor. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to Grantor will cause any Indebtedness for borrowed money owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) Person to be evidenced by such Grantor or such longer period as a duly executed promissory note that is pledged and delivered to the Term Canadian Collateral Agent may agree in its reasonable discretion) pursuant to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Canadian Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Canadian Collateral Agent and by such other instruments and documents as the Term Canadian Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Canadian Collateral Agent may reasonably request. For greater certainty, any security certificates evidencing Certificated Securities or any certificates evidencing Special Equity Interests delivered to the Canadian Collateral Agent pursuant to this Section 2.02 shall be duly endorsed to the Canadian Collateral Agent or its nominee or in blank by an effective endorsement within the meaning of the STA (such endorsement to include, for greater certainty, a duly executed instrument of transfer or stock power of attorney in favour of the Canadian Collateral Agent or its nominee in blank). Each delivery of Pledged Securities after the date of this Agreement shall be accompanied by a schedule describing such the Pledged SecuritiesSecurities so delivered, which schedule shall be deemed attached to, hereto and shall supplement, become part of Schedule II hereto and be made a part hereofI hereto; provided, provided that failure to provide attach any such schedule hereto shall not affect the validity of such the pledge of such Pledged Securities. Each schedule so delivered . (d) The assignment, pledges and security interests granted in Section 2.01 are granted as security only and shall supplement not subject the Canadian Collateral Agent or any prior schedules so deliveredother Secured Party to, or in any way alter or modify, any obligation or liability of Grantor with respect to or arising out of the Pledged Collateral.

Delivery of the Pledged Collateral. (a) Each Subject to the ABL/Bond Intercreditor Agreement, each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 1,000,00050,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured PartiesCreditors, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agent. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver Guarantor has, prior to the Term 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, on and after the Restructuring Date, upon its first becoming a Guarantor hereunder or thereafter to the extent first acquiring same (or, in the case of the capital stock of CAMI on the date six months after the CA Closing Date if such stock is to constitute Pledged Stock on such date), to deliver or cause to be delivered to the Bailee (or its non-fiduciary agent 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 then acquired or designee) upon execution of this Agreement all certificatesowned by it, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. (b) Each Guarantor will cause any Indebtedness for borrowed money having an aggregate principal amount that has a Dollar Equivalent in excess of $10,000,000 (other than checks received intercompany current liabilities incurred in the ordinary course of business) owed to such Guarantor by any person to be evidenced by a duly executed promissory note that is pledged and delivered to the Bailee (or after the occurrence of the First Lien Termination Date, the Collateral Agent), together with duly executed instruments of transfer or assignments for the ratable benefit, on a basis junior and subordinated (in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretionLien only) to the Term First Lien Secured Parties, of the Second Lien Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Guarantor party thereto agrees, if requested by the Collateral Agent, for after the benefit occurrence of the Secured PartiesFirst Lien Termination Date, together with to immediately demand payment thereunder upon an undated instrument Event of transfer duly executed in blank and in a manner reasonably satisfactory to Default specified under Section 7.01(b), (c), (f), (h) or (i) of the Term Collateral AgentLoan Agreement. (c) Upon delivery to the Term Bailee or Collateral Agent, as the case may be, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Bailee or Collateral Agent Agent, as the case may be, and by such other instruments and documents as the Term Bailee or Collateral Agent Agent, as the case may be, may reasonably request and (ii) all other property comprising composing part of the Pledged 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 Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Grantor Guarantor and such other instruments and or documents (including issuer acknowledgments in respect of uncertificated securities) as the Term Bailee or Collateral Agent Agent, as the case may be, may reasonably request. Each delivery (or subsequent confirmation by a successor of the prior delivery) of Pledged Securities hereunder shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, hereto as SCHEDULE II and shall supplement, Schedule II hereto and be made a part hereofof Schedule II; provided, 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 supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement represents and warrants that all certificates, now agreements or hereafter acquired, if any, instruments representing or evidencing the Pledged Collateral in existence on the date hereof have been delivered to the extent such certificates constitute certificated securities (other than checks received Collateral Agent in the ordinary course of business), together with suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignments assignment in blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to Each Grantor will cause any Indebtedness for borrowed money owed to any such Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt Person (other than any a Loan Party) which is (A) in excess of $500,000 and (B) evidenced by a duly executed promissory note in an aggregate principal amount of less than $1,000,000 owed to be pledged and delivered to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) pursuant to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, hereto as a supplement to Schedule II hereto 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 Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will agrees promptly deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 30 days of after receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its sole and reasonable discretion) to deliver or cause to be delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with any and all (i) certificates evidencing any Pledged Equity and (ii) to the extent required to be delivered pursuant to Section 2.02(b), any Instruments or other documents evidencing any Pledged Debt. (b) Each Grantor will cause any Indebtedness for borrowed money having an undated instrument aggregate principal amount in excess of transfer $10,000,000 owed to such Grantor by any Person that is evidenced by a duly executed in blank and in a manner reasonably satisfactory promissory note to be delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. Each Grantor will cause any intercompany loans, advances or Indebtedness in excess of $5,000,000 referred to in clause (B) of the final paragraph of the definition of “Indebtedness” set forth in the Credit Agreement or referred to in clause (b) of the definition of “Investment” set forth in the Credit Agreement that are owed to such Grantor to be evidenced by a duly executed promissory note and will cause each such promissory note to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities that are certificated shall be accompanied by undated stock or note powers, as applicable, security powers duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part than instruments or documents governed by or requiring actions in any non-U.S. jurisdiction related to Equity Interests of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestForeign Subsidiaries). Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, to supplement Schedule II hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto supplement Schedule II shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement on the Closing Date all certificates, now or hereafter acquired, if any, representing or evidencing Pledged Securities owned by it on the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable Closing Date and with respect to any Indebtedness owed Pledged Securities issued or acquired after the Closing Date, it agrees to any Grantor shall deliver or cause to be or become evidenced by any promissory note delivered as promptly as practicable (which may be a global note), such note or instrument shall be promptly delivered (but and in any event event, within 45 60 days after the date of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor acquisition thereof or such longer period as to which the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated). (b) The Grantors will cause any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors) having a principal amount in excess of (i) $25,000,000 individually or (ii) when aggregated with an undated instrument of transfer all other such Indebtedness for which this clause has not been satisfied, $100,000,000 in the aggregate, to be evidenced by a duly executed in blank promissory note that is pledged and in a manner reasonably satisfactory delivered to the Term Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment or transfer duly executed in blank by the applicable Grantor and such other instruments and or documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly agrees to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designeei) upon execution of on the date such Grantor becomes party to this Agreement all certificates(subject to Section 5.14 of the Credit Agreement), now or hereafter acquired, if any, any certificates representing or evidencing the Pledged Collateral to the extent such certificates constitute Securities constituting certificated securities owned by such Grantor on such date, and (other ii) by not later than checks received the next date that a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Credit Agreement (or such longer period agreed to by the Collateral Agent in its reasonable discretion)after the ordinary course of business)acquisition thereof, together with duly executed instruments of transfer any certificates representing or assignments in blankevidencing Pledged Securities acquired by such Grantor after the date such Grantor becomes party to this Agreement. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note by not later than the next date that a certificate is delivered or instrument shall required to be promptly delivered pursuant to Section 5.03(b) of the Credit Agreement (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as agreed to by the Term Collateral Agent may agree in its reasonable discretion) after the later of (x) receipt thereof by such Grantor or (y) the date such Grantor becomes party to this Agreement (whether on the date hereof or pursuant to Section 5.14)), each Grantor will use commercially reasonable efforts to cause any Indebtedness for borrowed money (including in respect of cash management arrangements) in a principal amount in excess of $5,000,000 that is owed to such Grantor by any Person and evidenced by a promissory note to be delivered to the Term Collateral Agent, for the benefit of the Secured Parties, together with an undated instrument of transfer duly executed in blank and in a manner reasonably satisfactory pursuant to the Term Collateral Agentterms hereof. (c) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II I hereto and be made a part hereof; provided, provided that failure to provide any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each Grantor will promptly With respect to certificates evidencing any Material Pledged Stock in existence on the Closing Date, each Pledgor agrees to deliver or cause to be delivered to the Term Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Collateral Agent may agree in its reasonable discretion) to the Term Collateral Agent, for the benefit of the Secured Parties, together any and all such certificates on the Closing Date or as otherwise specified on Schedule 5.13 of the Credit Agreement. With respect to any certificates evidencing any Material Pledged Stock hereafter owned or acquired, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, as promptly as possible, but in any event, within sixty (60) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion) of such Pledgor acquiring rights therein, such certificates. (b) To the extent any Indebtedness constituting Material Pledged Debt (other than (i) intercompany current liabilities incurred in the ordinary course of business in connection with an undated the cash management operations of the Parent Borrower and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to any Pledgor is evidenced by a promissory note or other instrument (a “Specified Pledged Debt Instrument”), such Pledgor shall cause such promissory note or instrument to be pledged and delivered to the Collateral Agent, for the benefit of transfer duly executed in blank the Secured Parties, pursuant to the terms hereof and in a manner reasonably satisfactory to accordance with the Term Collateral Agenttiming requirements set forth in paragraph (c) of this Section 2.02. (c) With respect to any Specified Pledged Debt Instrument in existence on the Closing Date, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, on the Closing Date or as otherwise specified on Schedule 5.13 of the Credit Agreement (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion), such Specified Pledged Debt Instrument. With respect to any Specified Pledged Debt Instrument hereafter owned or acquired, each Pledgor agrees to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, as promptly as possible, but in any event, within sixty (60) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may agree in its reasonable discretion) of such Pledgor acquiring rights therein, such Specified Pledged Debt Instruments. (d) Upon delivery to the Term Collateral Agent, (i) any certificate or promissory note representing Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a), (b) and (c) of this Section 2.02 shall be accompanied by undated stock powers or note powers, as applicable, duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Collateral Agent may reasonably request Agent, and (ii) all other property comprising part of the Pledged 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 Pledged Collateral by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Collateral Agent may reasonably requestPledgor. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securitiesthe securities, which schedule shall be deemed attached to, and shall supplement, hereto as Schedule II hereto (or a supplement or amendment to Schedule II, as applicable) 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 Securities. Each schedule so delivered shall supplement or amend any prior schedules so delivered. (e) Without limiting the obligations of the Pledgors under Sections 2.02(a), (b), (c) and (d), until such time as the Pledged Securities are delivered to the Collateral Agent, each Pledgor agrees that the Pledgors are holding the Pledged Securities (including, without limitation, the Pledged Securities described on Schedule II) on behalf of and for the benefit of the Collateral Agent, for all purposes of the New York UCC.

Delivery of the Pledged Collateral. (a) Each Subject to the Pari Passu Intercreditor Agreement and the ABL/Bond Intercreditor Agreement, each Grantor will promptly deliver to the Term Notes Collateral Agent (or its non-fiduciary agent or designee) upon execution of this Agreement all certificates, now or hereafter acquired, if any, representing or evidencing the Pledged Collateral to the extent such certificates constitute certificated securities (other than checks received in the ordinary course of business), together with duly executed instruments of transfer or assignments in blank. (b) Except as otherwise addressed in Section 3.03(b) herein, if any amount payable with respect to any Indebtedness owed to any Grantor shall be or become evidenced by any promissory note (which may be a global note), such note or instrument shall be promptly delivered (but in any event within 45 days of receipt (other than any promissory note in an aggregate principal amount of less than $1,000,000 owed to the applicable Grantor by any Person) by such Grantor or such longer period as the Term Notes Collateral Agent may agree in its reasonable discretion) to the Term Notes Collateral Agent, for the benefit of the Noteholder Secured Parties, together with an undated instrument of transfer duly executed in blank and -and in a manner and form reasonably satisfactory necessary to grant the Term Notes Collateral AgentAgent control over such Collateral. (c) Upon delivery to the Term Notes Collateral Agent, (i) any certificate or promissory note representing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank and in a manner and form reasonably necessary to grant the Notes Collateral Agent control over such Collateral or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Term Collateral Agent and by such other instruments and documents as the Term Notes Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Term Notes Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed attached to, and shall supplement, Schedule II hereto 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. Each schedule so delivered shall supplement any prior schedules so delivered.