Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or (or, prior to the execution and delivery Discharge of this Agreement. All other certificates and instruments constituting Pledged First Lien Obligations, to the First Lien Collateral from time to time or required to be pledged to Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, pursuant instruments or other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to the terms of this Agreement deliver or the Financing Agreement (the “Additional Collateral”), shall cause to be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf (or, prior to the Discharge of First Lien Obligations, to the Pledgor. All such certificates and instruments shall be held by or on behalf First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent pursuant hereto Agent) any and shall be delivered in suitable form for transfer by all Pledged Debt Securities. (c) Upon delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodianor, 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. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered prior to the Discharge of First Lien Obligations, to the First Lien 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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) 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 acting as 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 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate be accompanied by undated stock powers duly executed in blankblank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the First Lien Collateral Agent, until the transfer of possession of such Pledged Collateral to the Collateral Agent following the Discharge of First Lien Obligations, as Pledged Collateral and as further collateral security gratuitous bailee for the ObligationsSecured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Pledged Securities. (i) Each Grantor will pledge and deliver to the execution Collateral Agent pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000. (ii) Each Grantor acknowledges and agrees that, to the extent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Issue Date, then such Grantor shall not reduce any such debt securities to a promissory note or other instrument evidencing such debt securities after the Issue Date; unless such Grantor promptly delivers each such promissory note or other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000, to the Collateral Agent. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), i) any Pledged Securities shall be delivered accompanied by stock powers, note powers or allonges, as applicable duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent promptly upon receipt thereof and by or on behalf of the Pledgor. All such certificates other instruments and instruments shall be held by or on behalf of documents as the Collateral Agent pursuant hereto may reasonably request and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days all other property comprising part of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 shall, at the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit reasonable request of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers be accompanied by proper instruments of assignment duly executed in blank, to be held by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral and as further collateral security for the ObligationsSecurities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Pledged Securities. (b) Each Grantor will cause (i) any Indebtedness for borrowed money owed to the execution such Grantor by any other Grantor and delivery (ii) any Indebtedness for borrowed money in a principal amount in excess of this Agreement. All $1,000,000 owed to such Grantor by any Person (other certificates than another Grantor), in each case (x) other than Permitted Investments in which a perfected security interest exists pursuant to Article IV hereof and instruments constituting Pledged Collateral from time (y) to time or required be evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or i) any Pledged Securities shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, blank or other instruments of transfer satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with (or prior the Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Secured Parties, any and all Pledged Certificated Securities evidencing Pledged Stock. (i) Upon delivery to the execution and delivery of this Collateral Agent (or the Revolver Collateral Agent as gratuitous bailee under the Intercreditor Agreement. All other certificates and instruments constituting ), any Pledged Collateral from time to time or Certificated Securities required to be pledged delivered pursuant to the foregoing paragraph (a) of this Section 3.02 shall be accompanied by stock powers, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such instrument of transfer that is reasonably satisfactory to the Revolver Collateral Agent shall be deemed to be reasonably satisfactory to the Collateral Agent) and by such other instruments and documents as the Collateral Agent may reasonably request (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, the Collateral Agent may only request such instruments and documents that are also reasonably requested by the Revolver Collateral Agent) and (ii) upon execution of this Agreement, all other property comprising part of the Pledged Collateral 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 Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request (it being agreed that for so long as the Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, the Collateral Agent may only request such instruments and documents that are also reasonably requested by the Revolver Collateral Agent). Each delivery of Pledged Certificated Securities shall be accompanied by a schedule describing the securities, and with respect to such Pledged Collateral existing on the Closing Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such Pledged Certificated Securities. Each schedule describing the securities delivered in connection with a delivery of Pledged Certificated Securities shall supplement any prior schedules so delivered. (c) With respect to any Pledged Stock that is an “uncertificated security” (as defined in the New York UCC), each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15; (y) any Pledgor first acquiring Pledged Stock that is an “uncertificated security” or (z) the terms of this Agreement date that any Pledged Stock already pledged hereunder becomes an “uncertificated security” (as defined in the New York UCC), to cause the Collateral Agent (or the Financing Agreement (Revolver Agent as gratuitous bailee under the “Additional Collateral”Intercreditor Agreement), shall be delivered for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(c)(2) of the New York UCC) over such uncertificated securities by causing the relevant Pledged Interests Issuer to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent promptly upon receipt thereof by or on behalf of (it being agreed that for so long as the Pledgor. All Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such certificates agreement that is in form and instruments substance reasonably satisfactory to the Revolver Collateral Agent shall be held by or on behalf of the Collateral Agent pursuant hereto and shall deemed to also be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such Pledged Interest Issuer agrees to comply with all instructions of the Collateral Agent (or the Revolver Collateral Agent, to the extent it is a gratuitous bailee for the Collateral Agent pursuant to the Intercreditor Agreement) relating to such uncertificated securities without further consent of the Pledgor. If Each delivery of a control agreement with respect to uncertificated securities shall be accompanied by a schedule describing the securities, and, with respect to such Pledged Collateral existing on the Closing Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (d) Notwithstanding paragraphs (a) and (c) above, with respect to any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Stock in which the Pledgor shall holds its interest in the form of a security entitlement, each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15, (y) any Pledgor first acquiring Pledged Stock held in the form of a security entitlement or (z) the date that any Pledged Stock becomes held by a Pledgor in the form of a security entitlement, 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 Revolver Collateral Agent with respect as gratuitous bailee under the Intercreditor Agreement), for the ratable benefit of the Secured Parties, to such securities without further consent by have “control” (within the Pledgor. If any Pledged Collateral consists meaning of security entitlements, Section 8-106(d)(2) of the Pledgor shall transfer New York UCC) over such security entitlements entitlement by causing the applicable securities intermediary to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent (or its custodian, nominee or other designee), or cause it being agreed that for so long as the applicable securities intermediary to agree that it will comply with entitlement orders by Revolver Collateral Agent is a gratuitous bailee under the Intercreditor Agreement for the Collateral Agent, any such agreement that is in form and substance reasonably satisfactory to the Revolver Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered deemed to also be in form and substance reasonably satisfactory to the Collateral Agent), in respect of the Additional Collateral which must be pledged pursuant to this Agreement and which the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part securities intermediary agrees to comply with all entitlement orders of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent (or the Revolver Collateral Agent, to the extent it is a gratuitous bailee for the Collateral Agent pursuant to the Intercreditor Agreement) relating to such security entitlement without further consent of the Pledgor. Each delivery of a control agreement with respect to security entitlements shall be accompanied by a schedule describing the securities underlying such security entitlements, and, with respect to such Pledged Collateral existing on the Closing Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to attach each Pledge Amendment any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (e) Notwithstanding anything herein to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the contrary, the Collateral Agent shall for all purposes hereunder constitute not issue instructions or entitlement orders (in each case as such term is used in the New York UCC) to a bank, securities intermediary or Pledged Collateral and such Pledgor shall be deemed upon delivery thereof Interests Issuer or other party to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. any control agreement (b) If the Pledgor shall receive, by virtue including any securities account control agreement or agreement of a Pledged Interests Issuer 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 instrumenttype contemplated by Sections 3.02(b), (iic) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, and (iiid)) dividends payable in cash (except such dividends permitted to be retained by any such Pledgor entered into 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit terms of the Collateral AgentLoan Documents, shall segregate it from such Pledgor’s other property unless an Event of Default has occurred and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsis continuing.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all certificates, instruments or prior other documents representing or evidencing Pledged Securities. (b) Each Grantor agrees promptly to deliver or cause to be delivered to the execution Collateral Agent any and all Pledged Debt Securities; provided that, so long as no Event of Default shall have occurred and be continuing, Collateral Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any promissory notes pledged by such Grantor available to such Grantor for purposes of prosecution, collection or renewal. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities required to be delivered pursuant to paragraphs (a) and (b) of this Section 3.02 shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed proper instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to such schedule hereto shall not affect 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) If the Pledgor shall receive, by virtue validity of the Pledgor’s being or having been an owner pledge of such Pledged Securities. Each schedule so delivered shall supplement 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 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsprior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all Pledged Securities. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or prior any Subsidiary to be evidenced by a duly executed promissory note and, if in an amount in excess if $250,000, pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered accompanied, to the extent necessary or reasonably required to perfect the security interest in or allow realization on the Pledged Collateral, by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent promptly upon receipt thereof by or on behalf may reasonably request. Each delivery of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or Pledged Securities shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to a schedule describing the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer validity of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to pledge of such securities without further consent by the PledgorPledged Securities. If Each schedule so delivered shall supplement 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 Pledgorprior schedules so delivered. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) The Market Price (as defined in the Note) of the Pledged Shares as of each 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 on behalf of all of the Buyers, that the Pledged Share Value is less than the aggregate principal amount outstanding under the Notes, deliver additional shares ("Additional Pledged Shares") to the Collateral Agent in accordance with the terms of this Section 4 such that the Pledged Share Value shall be no less than the aggregate principal amount at any time and from time to time outstanding under the Notes; provided that the maximum number of Additional Pledged Shares that the Pledgor shall be required to deliver under this Agreement and any other Transaction Document shall not exceed 1,000,000. (b) All certificates currently representing the Pledged Shares on the date hereof shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers share transfer forms executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentBuyers. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee), acting upon the written direction of the Buyers, with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (iic) Within five (5) days of Promptly upon the receipt by the Pledgor of any Additional CollateralCollateral 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 must is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , 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 delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof 6 with respect to such Additional Collateral. (bd) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged CollateralShare, any (i) stock share certificate (including, without limitation, any certificate representing a stock share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock 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 any such the Pledgor pursuant to Section 7 8 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 share certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. (e) The Pledgor shall use its reasonable best efforts to procure the entry in the register of members of the Company pursuant to section 66(8) of the BVI Business Companies Act, 2004 (British Virgin Islands) the details of this Pledge and of any Pledge Amendment.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all certificates, instruments or prior other documents representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests). (b) Each Grantor agrees promptly to deliver or cause to be delivered to the execution Collateral Agent any and all Pledged Debt Securities. (c) Upon delivery to the Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of this AgreementPledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. All other certificates Each schedule so delivered shall supplement any prior schedules so delivered. (d) Each Grantor pledging Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests shall deliver to the Collateral Agent an agreement among the issuer thereof, the Collateral Agent and instruments constituting Pledged Collateral from time to time or required to be pledged such Grantor, in form and substance satisfactory to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered which such issuer agrees to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with any and all instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days such Grantor and not to comply with instructions regarding such Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as applicable, originated by any other person other than a court of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreementcompetent jurisdiction. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach agrees with each Pledge Amendment to this Agreement and agrees Grantor that all 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) 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) 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 not give any such Pledgor pursuant instructions or directions 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 any such issuer unless an Event of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property Default has occurred and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsis continuing.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor will cause to be delivered to the Collateral Agent contemporaneously with (i) in the case of any Pledged Securities owned by such Grantor on the date hereof, any and all such Pledged Securities on the date hereof (or prior to such later date as the execution Collateral Agent agrees in its reasonable discretion), and delivery (ii) within ninety (90) days (or such later date as the Collateral Agent 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 this Agreement. All Immaterial Subsidiaries or Persons (other certificates and instruments constituting Pledged Collateral from time to time or than Loan Parties) that are not Subsidiaries shall not be required to be pledged delivered. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Collateral Agent, pursuant Borrower or any Subsidiary in a principal amount of $10,000,000 or more that is evidenced by a duly executed promissory note to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by 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 on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of later date as the Collateral Agent pursuant hereto and shall be delivered agrees in suitable form for transfer by 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 agrees in its reasonable discretion) after the acquisition thereof. (c) Upon delivery to the 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 or assignment or undated stock powers duly executed in blank, all in form blank 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 Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (or its designated custodian or nomineeii) to become all other property comprising part of the registered holder thereof, or cause each issuer Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such securities to agree that it will comply with instructions originated by other instruments and documents as the Collateral Agent with respect to such securities without further consent by the Pledgormay reasonably request. If any Each delivery of 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. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) Securities shall be delivered to the Collateral Agentaccompanied by a schedule describing such Pledged Securities, 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor schedule 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) 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) option or right, whether as an addition attached to, substitution forand shall supplement, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted Schedule II and be made a part hereof; provided that failure to be retained by provide any such 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 schedule hereto shall not affect the validity of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated pledge of such Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the ObligationsSecurities.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Pledged Securities. (i) Each Grantor will pledge and deliver to the execution Collateral Agent pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000. (ii) Each Grantor acknowledges and agrees that, to the extent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Assumption, then such Grantor shall not reduce any such debt securities to a promissory note or other instrument evidencing such debt securities after the Assumption; unless such Grantor promptly delivers each such promissory note or other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the aggregate, in excess of $1,000,000, to the Collateral Agent. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), i) any Pledged Securities shall be delivered accompanied by stock powers, note powers or allonges, as applicable duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent promptly upon receipt thereof and by or on behalf of the Pledgor. All such certificates other instruments and instruments shall be held by or on behalf of documents as the Collateral Agent pursuant hereto may reasonably request and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days all other property comprising part of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 shall, at the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. (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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit reasonable request of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers be accompanied by proper instruments of assignment duly executed in blank, to be held by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral and as further collateral security for the ObligationsSecurities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Security Agent (or its the Term Loan Agent or Permitted Notes Agent or a designated custodian or nominee) to become the registered holder thereof, or cause each issuer bailee for purposes of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgorperfection, in substantially accordance with the form of Annex I hereto (a “Pledge Amendment”Intercreditor Agreement) shall be delivered to the Collateral Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement any and the Financing Agreement. The 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 certificates or instruments listed on Pledged Securities at any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and time owned by 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 CollateralGrantor. (b) If Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings and/or any Subsidiary (including amounts owed in connection with the Pledgor shall receiveintercompany settlements with respect to collections from accounts receivable and inventory of U.S. Loan Parties deposited into accounts of Canadian Loan Parties and other intercompany receivables) (other than any Investment Property on deposit with a Securities Intermediary) to be evidenced by a duly executed promissory note that is pledged and delivered to the Security Agent (or the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, by virtue of in accordance with the Pledgor’s being or having been an owner of any Pledged CollateralIntercreditor Agreement) pursuant to the terms hereof. (c) Upon delivery to the Security Agent, 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 an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to Securities shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate undated stock powers duly executed in blank, blank or other instruments of transfer reasonably satisfactory to the Security Agent and by such other instruments and documents as the Security Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be held accompanied by proper instruments of assignment duly executed by the Collateral applicable Grantor and such other instruments or documents as the Security Agent may reasonably request. Each delivery of Pledged Securities after the date of this Agreement shall be accompanied by a schedule describing the Pledged Securities so delivered, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral Securities. (d) The assignment, pledges and security interests granted in Section 3.01 are granted as further collateral security for only and shall not subject the ObligationsSecurity 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. (ia) All certificates currently representing Each Grantor agrees to deliver to the Administrative Agent on the Fourth Restatement Effective Date all Pledged Shares Securities directly owned by it on the Fourth Restatement Effective Date; provided that the Specified Pledged Notes shall be delivered no later than thirty (30) days after the Fourth Restatement Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), and with respect to any Pledged Securities issued or acquired after the Collateral Agent contemporaneously with Fourth Restatement Effective Date, it agrees to deliver or prior cause to be delivered as promptly as practicable (and in any event, no later than the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or next date on which a Compliance Certificate is required to be pledged 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 Collateral 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 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 respect to Indebtedness owed to any Grantor by any Person other than Holdings or any of 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 promissory note that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. (c) Upon delivery to the Administrative Agent, any Pledged Securities required to be delivered pursuant to the foregoing paragraphs ‎(a) and (b) of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or ‎Section 2.02 shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Shares shall be Stock (the “Closing Date Pledged Collateral”) and the Pledged Debt in existence on the date hereof have been delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory . Each Grantor agrees promptly to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements be delivered to the Collateral Agent (any and all Pledged Stock and all debt securities constituting Pledged Collateral now owned or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders hereafter acquired by the Collateral Agent without further consent by the Pledgorsuch Grantor. (b) In addition to the requirements of preceding clause (a), each Grantor will cause (i) each note issued by the Borrower or any of its Subsidiaries and (ii) Within five (5) days each promissory note evidencing any Indebtedness for borrowed money owed to such Grantor by any Person which is in excess of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall $250,000 to 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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. (bc) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by undated stock powers duly executed in blank, blank or other undated instruments of transfer reasonably satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be attached as a supplement to Schedule II of the GCA Disclosure Letter and made a part thereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (i) All certificates currently representing 3.1 On or before the Pledged Shares Closing Date, each Pledgor shall deliver or cause to be delivered to the Term Loan Collateral Agent contemporaneously (with or prior copies to the execution Collateral Agent), as agent for the Collateral Agent and delivery the other Credit Parties, among others, pursuant to the terms of this the Intercreditor Agreement. All , any and all Pledged Securities, any and all Investment Property, and any and all original certificates or other certificates and instruments constituting or documents representing the Pledged Collateral from time (in each case, other than any Investment Property that is held by or credited to time the books of a Securities Intermediary); provided, however, that with respect to (i) any Uncertificated Security, (ii) any limited liability company interest that (x) is not represented by a certificate or required (y) is not a Security, as defined in the UCC, and (iii) any partnership interest that (x) is not represented by a certificate or (y) is not a Security, as defined in the UCC, upon the request of the Term Loan Collateral Agent or the Collateral Agent, the Pledgors shall cause the Issuer thereof to be pledged duly authorize, execute and deliver to the Term Loan Collateral Agent and the Collateral Agent an agreement in form and substance satisfactory to the Term Loan Collateral Agent and the Collateral Agent, pursuant to which such Issuer agrees to comply with any and all instructions originated by (i) until the terms date upon which the Discharge of this Agreement or Term Obligations (as defined in the Financing Agreement (Intercreditor Agreement) shall have occurred, the “Additional Collateral”), shall be delivered to the Term Loan Collateral Agent promptly and (ii) from and after the date upon receipt thereof by or on behalf which the Discharge of the Pledgor. All such certificates and instruments Term Obligations shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blankhave occurred, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause in each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities case without further consent by the registered owner of such Uncertificated Security, limited liability company interest or partnership interest, and not to comply with any instructions regarding such Uncertificated Security, limited liability company interest or partnership interest originated by any other Person (other than a court of competent jurisdiction). 3.2 After the Closing Date, promptly upon any Pledgor. If ’s acquiring any Pledged Collateral consists of security entitlementsSecurities, the and any original certificates or other instruments or documents representing such Pledged Securities, such Pledgor shall transfer deliver or cause to be delivered such security entitlements Pledged Collateral (i) until the date upon which the Discharge of Term Obligations shall have occurred, to the Term Loan Collateral Agent (with copies to the Collateral Agent), as agent for the Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, and (ii) from and after the date upon which the Discharge of Term Obligations shall have occurred, to the Collateral Agent (in each case, other than any Investment Property that is held by or its custodiancredited to the books of a Securities Intermediary); provided, nominee or other designee)however, or cause that if at any time after the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. Closing Date such Pledgor shall own any (i) Uncertificated Security, (ii) Within five any limited liability company interest that (5x) days is not represented by a certificate or (y) is not a Security, as defined in the UCC or (iii) any partnership interest that (x) is not represented by a certificate or (y) is not a Security, as defined in the UCC, the Pledgors shall cause the issuer thereof to comply promptly with the requirements of the receipt by proviso to Section 3.1 with respect thereto. 3.3 Each of the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered to Pledgors hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file in respect any appropriate filing office, wherever located, any Financing Statement describing the Pledged Collateral that contains any information required by the UCC of the Additional Collateral which must be pledged pursuant to this Agreement and applicable jurisdiction for the sufficiency or filing office acceptance of any Financing AgreementStatement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Each Pledgor hereby also authorizes the Collateral Agent to attach each Pledge Amendment take any and all actions required by any applicable Law to this Agreement perfect and agrees that all certificates or instruments listed on protect the security interest granted hereunder. Each Pledgor shall provide the Collateral Agent with any Pledge Amendment delivered to information 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) 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 reasonably request in connection with any increase or reduction of capitalthe foregoing. 3.4 Prior to the satisfaction of the Discharge of Term Obligations, reclassificationwith respect to any obligation under this Agreement, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off) or any other instrument, (ii) option or right, whether as an addition to, substitution forCollateral Document, or in exchange forthe Credit Agreement to deliver possession or control of any Collateral on which there is a Second Priority Lien by the Collateral Agent, any Pledged Collateral, such obligation shall be deemed satisfied by the delivery of possession or otherwise, control of such Collateral to the Term Loan Collateral Agent (iii) dividends payable in cash (except such dividends permitted to be retained by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust holding for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the ObligationsCredit Parties).

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall Each Obligor agrees to deliver or cause to be delivered to Agent any and all Pledged Collateral at any time owned by such Obligor promptly following the Collateral Agent contemporaneously with or prior acquisition thereof by such Obligor to the execution and delivery of this Agreement. All other certificates and instruments constituting extent that such Pledged Collateral from time to time is either (a) certificated Pledged Equity Interests or (b) in the case of Pledged Debt Securities, required to be pledged to the Collateral Agent, delivered pursuant to the terms paragraph (ii) of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorSection 7.4.2. (ii) Within five All Debt (5other than Debt that has a principal amount of less than $10,000,000 individually and in the aggregate) days owing to any Obligor that is evidenced by (a) a promissory note or (b) other Instrument of which a Senior Officer is aware shall be promptly pledged and delivered to Agent pursuant to the receipt terms hereof. (iii) Upon delivery to Agent at such time, (a) any certificated Pledged Equity Interests shall be accompanied by the Pledgor of any Additional Collateral, a Pledge Amendment, undated stock powers duly executed by the Pledgor, applicable Obligor in substantially the form blank or other instruments of Annex I hereto (a “Pledge Amendment”) shall be delivered transfer reasonably satisfactory to the Collateral Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement Agent and the Financing Agreement. The Pledge Amendment shall from by such other instruments and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral documents as Agent to attach each Pledge Amendment to this Agreement may reasonably request and agrees that all 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) If the Pledgor shall receive, by virtue all other property comprising part of the Pledgor’s being Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Obligor in blank and by such other instruments and documents as Agent may reasonably request. In connection with any delivery of Pledged Collateral after the date hereof to Agent, Borrower shall deliver a Schedule to Agent describing the Pledged Collateral so delivered, which Schedule shall be attached to Schedule 7.4 and made a part hereof; provided that failure to deliver any such Schedule hereto or having been an owner any error in a Schedule so attached shall not affect the validity of the pledge 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 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing In accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Pledgor shall deliver to the Secured Party as of date hereof a certificate and/or book entry statement with respect to the Pledged Shares shall to be delivered initially held by such Security Party in such amounts as set forth on Schedule I attached hereto. As of any given date, with respect to the Collateral Agent contemporaneously with or prior to the execution all other promissory notes, certificates, instruments and delivery of this Agreement. All other certificates and instruments after-acquired equity interest constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Secured Parties pursuant to the terms of this Agreement or the Financing Agreement Securities Purchase Agreement, as applicable (collectively the “Additional Collateral”), ) such amount equal to a fraction (i) the numerator of which is the principal amount of the Secured Party’s Note on such given date and (ii) the denominator of which is the aggregate principal amount of all Notes outstanding as of such given date (the “Secured Party Pro Rata Amount”) of such Additional Collateral shall be delivered to the Collateral Agent Secured Party and the Other Secured Party promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent Secured Party pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock share powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentSecured Party. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Secured Party (or its designated custodian, nominee or other designee), with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Secured Party (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (iib) Within five (5) days of Promptly upon the receipt by the Pledgor of any Additional Collateral, 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 AgentSecured Party, in respect of the Additional Collateral which must is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent Secured Party to attach each the 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 the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof 6 with respect to such Additional Collateral. (bc) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock share certificate (including, without limitation, any certificate representing a stock share dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock 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 any such the Pledgor pursuant to Section 7 8 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplussurplus (collectively, the “Distribution Collateral”), the Pledgor shall receive hold such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Distribution Collateral in trust for the benefit of the Collateral AgentSecured Party, shall segregate it from such the Pledgor’s other property and shall deliver it the Secured Party Pro Rata Amount of such Distribution Collateral forthwith to the Collateral Agent, Secured Party in the exact form received, with any necessary endorsement and/or appropriate stock share powers duly executed in blank, to be held by the Collateral Agent Secured Party as Pledged Collateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Administrative Agent contemporaneously with or prior any and all Pledged Securities. (1) Each Grantor will pledge and deliver to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Administrative Agent pursuant to the terms hereof any Indebtedness for borrowed money owed to such Grantor by any Person that is evidenced by a duly executed promissory note, and, individually, in excess of this Agreement or $250,000 or, in the Financing Agreement aggregate, in excess of $1,000,000. (the “Additional Collateral”)i) Each Grantor acknowledges and agrees that, shall be delivered to the Collateral Agent extent any debt securities now or hereafter issued to such Grantor are not represented by a promissory note or other instrument evidencing such debt securities on the Effective Date, then such Grantor shall not reduce any such debt securities to a promissory note or other instrument evidencing such debt securities after the Effective Date unless such Grantor promptly upon receipt thereof by delivers each such promissory note or on behalf other instrument evidencing such debt securities, individually, in excess of $250,000 or, in the Pledgor. All such certificates and instruments shall be held by or on behalf aggregate, in excess of $1,000,000, to the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by Administrative Agent. (c) Upon delivery or to the Administrative Agent, (i) any Pledged Securities shall be accompanied by stock powers, note powers or allonges, as applicable duly executed in blank or other instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless Administrative Agent and by such other instruments and documents as the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Administrative Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall, at the reasonable request of the Administrative Agent, be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment duly executed by the Pledgor, in substantially applicable Grantor and such other instruments or documents as the form Administrative Agent may reasonably request. Each delivery of Annex I hereto (a “Pledge Amendment”) Pledged Securities shall be delivered to accompanied by a schedule describing the Collateral Agentsecurities, in respect of the Additional Collateral which must schedule shall be pledged pursuant to this Agreement attached hereto as Schedule II and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute made a part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that all 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) 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) 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 any such 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 schedule hereto shall not affect the validity of capital, capital surplus or paid-in surplus, the Pledgor such pledge of such Pledged Securities. Each schedule so delivered shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with supplement any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsprior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered Each Grantor agrees promptly to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 for the benefit of the Additional Collateral which must be pledged pursuant to this Agreement applicable Secured Parties, any and the Financing Agreement. The Pledge Amendment shall from all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) 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 certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute extent such Pledged Collateral Securities are promissory notes and such Pledgor shall instruments evidencing Indebtedness, only as are required to be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateraldelivered under clause (b) immediately below. (b) If the Pledgor shall receive, by virtue of the Pledgor’s being or Each Grantor will cause any Indebtedness for borrowed money 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 an addition to, substitution for, aggregate principal amount equal to or in exchange forexcess of $5,000,000, which for avoidance of doubt excludes accounts receivable in the ordinary course of business, owed to such Grantor by any Pledged Collateral, or otherwise, Person (iiiother than a Loan Party) dividends payable in cash (except such dividends permitted to be retained evidenced by any such Pledgor pursuant a duly executed promissory note that is pledged and delivered 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 capitalthe Collateral Agent, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the applicable Secured Parties, pursuant to the terms hereof (unless the Revolving Facility Collateral Agent, shall segregate it from Agent is granted a prior security interest in such Pledgor’s other property Pledged Securities and shall deliver it forthwith the same are required to be delivered (and are delivered) to the Revolving Facility Collateral Agent pursuant to the Intercreditor Agreement). (c) Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by stock or bond powers duly executed in blank, blank or other instruments of transfer reasonably satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Each Grantor agrees to deliver to the Collateral Agent (or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and Section 5.11 hereof) on the date hereof all Pledged Shares shall Securities directly owned by it on the date hereof and with respect to any Pledged Securities issued or acquired after the date hereof, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent contemporaneously with or prior may agree in its reasonable discretion) to the execution Collateral Agent (or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and delivery Section 5.11 hereof), for the benefit of this Agreementthe Secured Parties, any and all such Pledged Securities. All other certificates 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 instruments constituting Pledged in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral from time to time or Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion) to the Collateral Agent (or a gratuitous bailee and/or gratuitous agent in accordance with the Intercreditor Agreement and Section 5.11 hereof), 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 Holdings or any of 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 promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of this Agreement or the Financing Agreement hereof. (the “Additional Collateral”), shall be delivered c) Upon delivery to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall Agent, any Pledged Securities required to be delivered in suitable form for transfer by delivery or 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 instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Subscription Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (iib) Within five (5) days of Promptly upon the receipt by the Pledgor of any Additional Collateral, 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 must is or are to be pledged pursuant to this Agreement and the Financing Subscription Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such the 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. (bc) 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) ), 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 any such the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all certificates, instruments or prior other documents representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests). (b) Upon delivery to the execution Collateral Agent, (i) any certificate, instrument or document representing or evidencing Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of this AgreementPledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. All other certificates Each schedule so delivered shall supplement any prior schedules so delivered. (c) Each Grantor pledging Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests shall deliver to the Collateral Agent an agreement among the issuer thereof, the Collateral Agent and instruments constituting Pledged Collateral from time to time or required to be pledged such Grantor, in form and substance satisfactory to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered which such issuer agrees to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with any and all instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days such Grantor and not to comply with instructions regarding such Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as applicable, originated by any other person other than a court of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreementcompetent jurisdiction. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach agrees with each Pledge Amendment to this Agreement and agrees Grantor that all 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) 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) 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 not give any such Pledgor pursuant instructions or directions 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 any such issuer unless an Event of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property Default has occurred and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsis continuing.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon upon, but in any event within ten (10) Business Days of, receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor. (ii) Within five ten (510) days Business Days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 Schedule Schedules I and II hereto. The 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) If the any Pledgor shall receive, by virtue of the such Pledgor’s '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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s 's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (iib) Within five (5) days of Promptly upon the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) "PLEDGE AMENDMENT"), shall be delivered to the Collateral Agent, in respect of the Additional Collateral which must is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Collateral and such the 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. (bc) If the Pledgor shall receive, by virtue of the Pledgor’s '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 in cash (except such dividends permitted to be retained by any such the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such the Pledgor’s 's other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Each Pledgor represents and warrants that all stock certificates, agreements, instruments notes or other securities now or hereafter included in the Pledged Shares shall be Collateral (the “Pledged Securities”) in existence on the date hereof have been delivered to the Collateral Agent contemporaneously with or prior to the execution and Agent. Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to (i) the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause Agent and by such other instruments and documents as the Collateral Agent (or its designated custodian or nominee) may reasonably request in order to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by allow the Collateral Agent with respect Agent, only upon the occurrence and continuance of an Event of Default, 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 exercise 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. rights and remedies under this Agreement and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment duly executed by the Pledgorapplicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall 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 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 Schedule I attached hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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) If Each Pledgor will cause any indebtedness for borrowed money in excess of $1,000,000 owed to 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) 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 Person to be retained evidenced by any such 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, duly executed promissory note and promptly notify the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit Agent thereof and upon request of the Collateral Agent, shall segregate it from deliver such Pledgor’s other property and shall deliver it forthwith promissory note to the Collateral Agent, in Agent pursuant to the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsterms thereof.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all Pledged Securities. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by Holdings, the Borrower or prior any Subsidiary to be evidenced by a duly executed promissory note and, if in an amount in excess if $1,000,000, pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered accompanied, to the extent necessary or reasonably required to perfect the security interest in or allow realization on the Pledged Collateral, by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent promptly upon receipt thereof by or on behalf may reasonably request. Each delivery of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or Pledged Securities shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to a schedule describing the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer validity of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to pledge of such securities without further consent by the PledgorPledged Securities. If Each schedule so delivered shall supplement 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 Pledgorprior schedules so delivered. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Subject to the Pledged Shares shall Terms of the Intercreditor Agreement, Holdings and each Borrower agrees to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior to any and all Pledged Securities at every time owned by Holdings and such Borrower promptly following the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt acquisition thereof by Holdings or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 CollateralBorrower. (b) If Subject to the Pledgor shall receive, by virtue terms of the Pledgor’s being or having been an owner of any Pledged CollateralIntercreditor Agreement, any Holdings and each Borrower will cause (i) stock certificate (including, without limitationall Indebtedness of Holdings, any certificate representing a stock dividend Subsidiary or distribution in connection with any increase or reduction other Affiliate of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off) or other instrument, Holdings and (ii) option all Indebtedness of any other person in a principal amount of $250,000 or rightmore that, whether as an addition toin each case, substitution foris owing to Holdings or such Borrower to be evidenced by a duly executed promissory note that is pledged and delivered to the Agent pursuant to the terms hereof. (c) Upon delivery to the Agent, or in exchange for, (i) any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to Securities shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate undated stock powers duly executed by Holdings or the applicable Borrower in blank, blank or other instruments of transfer satisfactory to be held the Agent and by such other instruments and documents as the Collateral Agent as 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 by Holdings or the applicable Borrower in blank and by such other instruments and documents as further collateral security for the ObligationsAgent may reasonably request. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the Pledged Securities so delivered, which schedule shall be attached to Schedule 7.4 and made a part hereof; provided that failure to attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of the pledge of any Pledged Securities.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or (or, prior to the execution Discharge of Term Priority Claims and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged with respect to the Term Facility First Priority Collateral, to the Term Loan Collateral Agent, pursuant to the terms of this Agreement as gratuitous bailee) any and all certificates, promissory notes, instruments or the Financing Agreement other documents representing or evidencing Pledged Securities (the “Additional Collateral”other than Pledged Debt Securities with a face amount less than $1,000,000, Equity Interests in Non-Significant Subsidiaries and minority Equity Interests), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by . (b) [Reserved]. (c) Upon delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee), (i) any certificate, instrument or its custodiandocument representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers, nominee as applicable, duly executed in blank or other designee), or cause the applicable securities intermediary undated instruments of transfer satisfactory to agree that it will comply with entitlement orders by the Collateral Agent without further consent and duly executed in blank and by such other instruments and documents as the Pledgor. Collateral Agent may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule III and made a part hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the ABL Intercreditor Agreement, all certificates or instruments listed on any Pledge Amendment Pledged Collateral 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security gratuitous bailee for the Obligationssecured parties under the Term Loan Agreement solely for the purpose of perfecting the security interest therein granted under the Term Loan Collateral Agreement. (e) Prior to the Discharge of Term Priority Claims, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Collateral Agreement and the ABL Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee for the Secured Parties.

Delivery of the Pledged Collateral. (ia) All certificates currently representing To the Pledged Shares shall extent required by the Collateral and Guarantee Requirement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with (or prior to any other Person pursuant to the execution and delivery of this Intercreditor Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to , in each case acting as gratuitous bailee for the Collateral Agent, pursuant ) any and all Pledged Securities. Each Grantor will deliver to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall cause to be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All any and all such certificates documents, agreements and instruments shall other materials as may be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory required from to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) time to become the registered holder thereof, or cause each issuer of such securities time to agree that it will comply with instructions originated by provide the Collateral Agent with respect control over the Pledged Collateral, as applicable, in the manner provided under the STA. (b) To the extent required by the Collateral and Guarantee Requirement, each Grantor will cause any Indebtedness for borrowed money owed to such securities without further consent Grantor by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or its custodianto any other Person pursuant to the Intercreditor Agreement, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by in each case acting as gratuitous bailee for the Collateral Agent without further consent by Agent) pursuant to the Pledgorterms hereof. (iic) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after Upon 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 certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall (or to any other Person pursuant to the Intercreditor Agreement, in each case acting as gratuitous bailee for all purposes hereunder constitute Pledged the 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) If the Pledgor shall receiveAgent), 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) 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 Securities shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blankblank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request and (iii) if the charter, by-laws or any other constitutional document of an issuer that is a wholly owned Subsidiary of any Pledged Securities restricts the transfer of such Pledged Securities of such issuer, then the applicable Grantor shall deliver to be held the Collateral Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of such Pledged Securities and any other related Pledged Collateral by the Collateral Agent or any Secured Party upon a realization on the security constituted hereby in accordance with this Agreement. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral and delivered to a Person other than the Collateral Agent shall be held by such Person in each case as further collateral security gratuitous bailee for the ObligationsSecured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior to Agent, for the execution ratable benefit of the Secured Parties, any and all Pledged Certificated Securities evidencing Pledged Stock. (i) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, any Pledged Certificated Securities required to be delivered pursuant to the terms foregoing paragraph (a) of this Agreement or the Financing Agreement (the “Additional Collateral”), Section 3.02 shall be delivered accompanied by stock powers, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent promptly upon receipt thereof and by or on behalf of the Pledgor. All such certificates other instruments and instruments shall be held by or on behalf of documents as the Collateral Agent pursuant hereto may reasonably request and (ii) upon execution of this Agreement, all other property comprising part of the Pledged Collateral shall be delivered accompanied to the extent necessary to perfect the security interest in suitable form for transfer or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery or of Pledged Certificated Securities shall be accompanied by duly executed instruments a schedule describing the securities, and with respect to such Pledged Collateral existing on the Restatement Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of transfer such pledge of such Pledged Certificated Securities. Each schedule describing the securities delivered in connection with a delivery of Pledged Certificated Securities shall supplement any prior schedules so delivered. (c) With respect to any Pledged Stock that is an “uncertificated security” (as defined in the New York UCC), each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15; (y) any Pledgor first acquiring Pledged Stock that is an “uncertificated security” or assignment or undated stock powers executed (z) the date that any Pledged Stock already pledged hereunder becomes an “uncertificated security” (as defined in blankthe New York UCC), all to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(c)(2) of the New York UCC) over such uncertificated securities by causing the relevant Pledged Interests Issuer to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent. If any , pursuant to which such Pledged Collateral consists Interest Issuer agrees to comply with all instructions of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) relating to become such uncertificated securities without further consent of the registered holder thereofPledgor. Each delivery of a control agreement with respect to uncertificated securities shall be accompanied by a schedule describing the securities, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent and, with respect to such Pledged Collateral existing on the Restatement Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to include any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities without further consent by the Pledgor. If that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (d) Notwithstanding paragraphs (a) and (c) above, with respect to any Pledged Collateral consists of security entitlements, Stock in which the Pledgor shall transfer holds its interest in the form of a security entitlement, each Pledgor agrees that within thirty days after (x) any Pledgor becoming a party hereto pursuant to Section 7.15, (y) any Pledgor first acquiring Pledged Stock held in the form of a security entitlement or (z) the date that any Pledged Stock becomes held by a Pledgor in the form of a security entitlement, to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(d)(2) of the New York UCC) over such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause entitlement by causing the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgorenter into an agreement, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered and substance reasonably satisfactory to the Collateral Agent, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and which the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part securities intermediary agrees to comply with all entitlement orders of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent relating to such security entitlement without further consent of the Pledgor. Each delivery of a control agreement with respect to security entitlements shall be accompanied by a schedule describing the securities underlying such security entitlements, and, with respect to such Pledged Collateral existing on the Restatement Date, such schedule is attached hereto as Schedule I and made a part hereof; provided that failure to attach each Pledge Amendment any such schedule shall not affect the validity of such pledge of such uncertificated securities. Each schedule describing such uncertificated securities that will constitute Pledged Collateral shall supplement any prior schedules so delivered. (e) Notwithstanding anything herein to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the contrary, the Collateral Agent shall for all purposes hereunder constitute not issue instructions or entitlement orders (in each case as such term is used in the New York UCC) to a bank, securities intermediary or Pledged Collateral and such Pledgor shall be deemed upon delivery thereof Interests Issuer or other party to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral. any control agreement (b) If the Pledgor shall receive, by virtue including any securities account control agreement or agreement of a Pledged Interests Issuer 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 instrumenttype contemplated by Sections 3.02(b), (iic) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise, and (iiid)) dividends payable in cash (except such dividends permitted to be retained by any such Pledgor entered into 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit terms of the Collateral AgentLoan Documents, shall segregate it from such Pledgor’s other property unless an Event of Default has occurred and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsis continuing.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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. (bc) If the any Pledgor shall receive, by virtue of the 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares (if any) shall be delivered to the Collateral Agent contemporaneously with Pledgee, for the benefit of itself and the Lenders, on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, for the benefit of itself and the Lenders, pursuant to the terms of this Agreement or and the Financing Agreement other Loan Documents (the “"Additional Collateral”"), shall be delivered to the Collateral Agent Pledgee promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgee pursuant hereto and shall be delivered to Pledgee in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentPledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, upon the occurrence and continuation of an Event of Default under the Loan Agreement, such Pledgor shall cause the Collateral Agent Pledgee (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Pledgee with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer collaterally assign such security entitlements to the Collateral Agent Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Pledgee without further consent by such Pledgor, in each case, upon the occurrence and continuation of an Event of Default. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, Pledgee shall, upon written request from any Pledgor, promptly return to such Pledgor any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to enable such Peldgor to take any action to collect or enforce any performance or the payment of amounts due under such promissory note(s) and/or other instrument(s). (ii) Within five ten (510) days Business Days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the such Pledgor, in substantially the form of Annex I Exhibit A hereto (a “"Pledge Amendment”") shall be delivered to the Collateral AgentPledgee, in respect of the Additional Collateral which must be pledged pursuant to this Agreement and the Financing Loan Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Each Pledgor hereby authorizes the Collateral Agent 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 Collateral Agent 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 hereof with respect to such Additional Collateral. (b) If the any Pledgor shall receive, by virtue of the such Pledgor’s '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 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 any such 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, the such Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral AgentPledgee, shall segregate it from such Pledgor’s 's other property and shall deliver it forthwith to the Collateral AgentPledgee, for the benefit of itself and the Lenders, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent Pledgee as Pledged Collateral and as further collateral security for the Obligations. (c) 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 Lenders, on or prior to the execution and delivery of this Agreement. There are and shall be no other agreements governing the formation, organization or terms of the membership interests with respect to any such Issuer.

Delivery of the Pledged Collateral. Each Obligor that has pledged Pledged Collateral hereunder agrees to deliver or cause to be delivered to the Collateral Agent any and all certificates evidencing Pledged Collateral, if any (accompanied by undated stock powers duly executed in blank and reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request) within (i) All certificates currently representing the timeframe required under Section 8.14 of the Credit Agreement and (ii) promptly (and in any event within 10 Business Days or such later date as the Required Lenders reasonably agree) after the acquisition of additional Equity Interests in respect of any Pledged Shares Collateral. Each delivery of Pledged Collateral shall be accompanied by a schedule describing such Pledged Collateral, which schedule shall be attached hereto as Schedule 5 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. Each Obligor acknowledges and agrees that (i) solely to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Obligor (or by such Obligor and one or more other Obligors) that constitutes Pledged Collateral and is pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated and such certificate shall be delivered to the Collateral Agent contemporaneously in accordance with or prior to the execution this Section 5.04 and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) each such interest 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that at all 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) 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) 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 times hereafter continue to be retained such a security and represented by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Subscription Agreement (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security securities entitlements, the Pledgor shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgor. (iib) Within five (5) days of Promptly upon the receipt by the Pledgor of any Additional Collateral, 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 must is or are to be pledged pursuant to this Agreement and the Financing Subscription Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule 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 such the 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. (bc) 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) ), 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 any such the Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such the Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or (or, prior to the execution and delivery Discharge of this Agreement. All other certificates and instruments constituting Pledged First Lien Obligations, to the First Lien Collateral from time to time or required to be pledged to Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, pursuant instruments or other documents representing or evidencing Pledged Securities issued by a Subsidiary and Pledged Securities having an individual value in excess of $250,000. (b) Each Grantor agrees promptly to the terms of this Agreement deliver or the Financing Agreement (the “Additional Collateral”), shall cause to be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf (or, prior to the Discharge of First Lien Obligations, to the Pledgor. All such certificates and instruments shall be held by or on behalf First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all Pledged Debt Securities issued by a Subsidiary and Pledged Debt Securities having an individual value in excess of $250,000. (c) Upon delivery to the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment duly executed by the Pledgor, in substantially the form applicable Grantor. Each delivery of Annex I hereto (a “Pledge Amendment”) Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the First Lien 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the First Lien Collateral Agent as Pledged Collateral and as further collateral security gratuitous bailee for the ObligationsSecured Parties (as defined in the Intercreditor Agreement) solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered Each Grantor agrees promptly to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 for the benefit of the Additional Collateral which must applicable Secured Parties, 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 and instruments evidencing Indebtedness, are required to be pledged delivered pursuant to paragraph (b) of this Agreement and the Financing Agreement. The 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 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 Collateral2.02. (b) If the Pledgor shall receive, by virtue of the Pledgor’s being or Each Grantor will cause any Indebtedness for borrowed money 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 an addition to, substitution for, aggregate principal amount equal to or in exchange for, excess of $2,000,000 owed to such Grantor by any Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted Person pursuant to any obligation to be retained evidenced by any such Pledgor pursuant a duly executed promissory note that is pledged and delivered 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 capitalthe Collateral Agent, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agentapplicable Secured Parties, shall segregate it from such Pledgor’s other property and shall deliver it forthwith pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by stock powers duly executed in blank, blank or other instruments of transfer reasonably satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with (or its custodian, designee or other nominee) on or prior to the date of the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral thereafter required from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement other Transaction Documents (the “Additional Pledged Collateral”), ) shall be delivered to the Collateral Agent (or its custodian, designee or other nominee) promptly upon upon, but in any event within five Business Days of, receipt thereof by or on behalf of the PledgorGrantor. All such promissory notes, certificates and instruments Instruments shall be held by or on behalf of the Collateral Agent (or its custodian, designee or other nominee) pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral of the Grantor consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor such Grantor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the PledgorGrantor. If any Pledged Collateral of the Grantor consists of security entitlements, the Pledgor such Grantor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the PledgorGrantor. (ii) Within five (5) days Business Days of the receipt by the Pledgor a Grantor of any Additional Pledged Collateral, a Pledge AmendmentPledged Collateral Addendum, duly executed by the PledgorGrantor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered to the Collateral Agent, Agent in respect of the Additional Pledged Collateral which that must be pledged pursuant to this Agreement and the Financing Agreementother Transaction Documents. The Pledge Amendment Each Pledged Collateral Addendum shall from upon execution and after delivery thereof constitute part of Schedule I II hereto. The Pledgor Each Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment Pledged Collateral Addendum to this Agreement and agrees that all certificates certificates, promissory notes or instruments Instruments listed on any Pledge Amendment Pledged Collateral Addendum delivered to the Collateral Agent (or its custodian, nominee or other designee) shall for all purposes hereunder constitute Pledged Collateral and such Pledgor Grantor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 7 hereof with respect to such Additional Pledged Collateral. (bi) If the Pledgor a Grantor shall receive, by virtue of the PledgorGrantor’s being or having been an owner of any Pledged Collateral, any (iA) 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 instrumentInstrument, (iiB) option or right, whether as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwiseotherwise or (C) dividends, (iii) dividends payable in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or distributions, cash, Instruments, Investment Property and 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 capitaldissolution, capital surplus or paid-in surplus, the Pledgor such Grantor shall receive such stock certificate, instrumentpromissory note, Instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgorthe Grantor’s other property and shall deliver it forthwith to the Collateral AgentAgent (or its custodian, nominee or other designee), in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent (or its custodian, nominee or other designee) as Pledged Collateral and as further collateral security for the Secured Obligations. (ii) If an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the applicable Grantor of the Collateral Agent’s exercise of voting, consensual or dividend rights with respect to the Pledged Collateral pursuant to Section 18 hereof, if a Grantor shall receive, by virtue of the Grantor’s being or having been an owner of any Pledged Collateral, (A) dividends payable in cash or in securities or other property or (B) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a reduction of capital, capital surplus or paid-in surplus, such Grantor shall receive such stock dividends, distributions, cash, Instrument and Investment Property, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Collateral Agent (or its custodian, nominee or other designee), in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent (or its custodian, nominee or other designee) as Pledged Collateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares Interests shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Pledge Agreement. All other certificates and instruments constituting Pledged Collateral Collateral, if any, from time to time or required to be pledged to the Collateral Agent, Agent by Pledgor pursuant to the terms of this Agreement or the Financing Pledge Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon (and in any event not more than five days after) receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral of Pledgor consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (iib) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendmentpledge amendment, duly executed by the Pledgor, in substantially the form of Annex I Schedule II hereto (a “Pledge Amendment”) shall be delivered to the Collateral Agent, in respect of the Additional Collateral which that must be pledged pursuant to this Agreement and the Financing Pledge Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The I. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Pledge Agreement and agrees that all 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. (bc) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Pledged Collateral, any (i) stock stock, partnership or membership interest 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral AgentAgents and Lenders, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered Each Grantor agrees promptly to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 for the benefit of the Additional Collateral which must applicable Secured Parties, 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 and instruments evidencing Indebtedness, are required to be pledged delivered pursuant to paragraph (b) of this Agreement and the Financing Agreement. The 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 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 Collateral2.02. (b) If the Pledgor shall receive, by virtue of the Pledgor’s being or Each Grantor will cause any Indebtedness for borrowed money 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 an addition to, substitution for, aggregate principal amount equal to or in exchange for, excess of $5,000,000 owed to such Grantor by any Pledged Collateral, or otherwise, Person (iiiother than a Loan Party) dividends payable in cash (except such dividends permitted to be retained evidenced by any such Pledgor pursuant a duly executed promissory note that is pledged and delivered 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 capitalthe Collateral Agent, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agentapplicable Secured Parties, shall segregate it from such Pledgor’s other property and shall deliver it forthwith pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by stock powers duly executed in blank, blank or other instruments of transfer reasonably satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be deemed to supplement Schedule II and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered Subject to the Collateral Agent contemporaneously with or prior rights of the Senior Lender pursuant to the execution and delivery of this Subordination Agreement. All other , all promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If Subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, if any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The 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. (bc) If the any Pledgor shall receive, by virtue of the 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations, subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Subject to Section 5.17 of the Pledged Shares shall Credit Agreement, each Grantor 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) to the Collateral Administrative Agent contemporaneously with or prior to the execution any and delivery of this Agreement. All other certificates and all certificates, instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), documents representing 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. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute evidencing 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) If Each Grantor agrees to promptly deliver or cause to be delivered on the Pledgor shall receiveClosing Date (or, by virtue of in the Pledgor’s being or having been an owner case of any item acquired or received after the Closing Date, within ten days thereafter) to the Administrative Agent any and all Pledged CollateralDebt Securities. (c) Upon delivery to the Administrative Agent, 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 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment instrument or distribution constituting certificated document representing or evidencing Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate be accompanied by undated stock powers duly executed in blank, blank or other undated instruments of transfer satisfactory to the Required Lenders and duly executed in blank and by such other instruments and documents as the Administrative Agent or the Required Lenders may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be held accompanied by proper instruments of assignment duly executed by the Collateral applicable Grantor and such other instruments or documents as the Administrative Agent as or the Required Lenders may reasonably request. Each delivery of Pledged Collateral shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and as further collateral security for made a part hereof; provided that failure to attach any such schedule hereto shall not affect the Obligationsvalidity of the pledge of such Pledged Collateral. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor. (ii) Within five (5) 5 days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the such Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) ), shall be delivered to the Collateral Agent, Agent in respect of the Additional Collateral which must to be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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) If the any Pledgor shall receive, by virtue of the 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent Pledgee contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, pursuant to the terms of this Agreement or the Financing Settlement Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent Pledgee promptly upon upon, but in any event within five (5) days of, receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgee pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentPledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent Pledgee (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Pledgee with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Pledgee without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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, Pledgee in respect of the Additional Collateral which that must be pledged pursuant to this Agreement and the Financing Settlement Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent Pledgee to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent 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 hereof with respect to such Additional Collateral. (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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or (or, prior to the execution Discharge of Term Loan/Notes Obligations and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, pursuant as gratuitous bailee) any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged Securities (other than Pledged Debt Securities with a face amount less than $1,000,000). (b) Each Grantor agrees promptly to the terms of this Agreement deliver or the Financing Agreement (the “Additional Collateral”), shall cause to be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf any and all Pledged Debt Securities with a face amount in excess of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by $1,000,000. (c) Upon delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee), (i) any certificate, instrument or its custodiandocument representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers, nominee as applicable, duly executed in blank or other designee), or cause the applicable securities intermediary undated instruments of transfer satisfactory to agree that it will comply with entitlement orders by the Collateral Agent without further consent and duly executed in blank and by such other instruments and documents as the Pledgor. Collateral Agent may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule III and made a part hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the ABL Intercreditor Agreement, all certificates or instruments listed on any Pledge Amendment Pledged Collateral 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security gratuitous bailee for the secured parties under the Term Loan Credit Agreement solely for the purpose of perfecting the security interest therein granted under the Term Loan Guarantee and Collateral Agreement. (e) Prior to the Discharge of Term Loan/Notes Obligations, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Guarantee and Collateral Agreement and the ABL Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee for the Secured Parties.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Pledged Securities that are certificated. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person (other than a Restricted Party) in an amount in excess of $1,000,000 to be evidenced by a duly executed promissory note that is pledged and delivered to the execution Collateral Agent pursuant to the terms hereof. With respect to Indebtedness for borrowed money owed to each Grantor by a Restricted Party, (i) each Grantor hereby pledges such Indebtedness to the Collateral Agent pursuant to the terms hereof and (ii) to the extent such Indebtedness is evidenced by a promissory note or other instrument or document, the applicable Grantor shall promptly deliver such promissory note, instrument or document to the Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or i) any Pledged Securities shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, blank or other instruments of transfer satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Securities have been in connection with the Prior Credit Agreement or shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Credit Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon the receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated allonge or stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall, at the Pledgor shall request of the Agent, cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause or direct each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall, at the Pledgor shall request of the Agent, transfer such security entitlements to the Collateral Agent for the benefit of the Lenders (or its custodian, nominee or other designee), or cause or direct the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the such Pledgor. (ii) Within five (5) days 5 Business Days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the such Pledgor, in substantially the form of Annex I Schedule III hereto (a “Pledge Amendment”) shall be delivered to the Collateral AgentAgent for the benefit of the Lenders, in respect of the Additional Collateral which must to be pledged pursuant to this Agreement and the Financing Credit Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I or II hereto, as the case may be. The 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) If the any Pledgor shall receive, by virtue of the Pledgor’s 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) ), 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 any such 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, the such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral AgentAgent in accordance with the terms hereof, shall segregate it from such Pledgor’s other property and shall deliver it by customary means of delivery forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent for the benefit of the Lenders as Pledged Collateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall be delivered Each Grantor agrees promptly to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agentapplicable Secured Parties, shall segregate it from any and all Pledged Securities (other than any uncertificated securities, but only for so long as such Pledgor’s securities remain uncertificated) and to the extent such Pledged Securities are Pledged Debt, only as are required to be delivered under clause (b) immediately below. Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $5,000,000, which for avoidance of doubt excludes accounts receivable in the ordinary course of business, owed to such Grantor by any Person (other property than a Loan Party) to be evidenced by a duly executed promissory note that is pledged and shall deliver it forthwith delivered to the Collateral Agent, in for the exact form receivedbenefit of the applicable Secured Parties, with pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by stock powers duly executed in blank, blank or other instruments of transfer reasonably satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be deemed to supplement Schedule III and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Shares shall be Stock and the Pledged Debt in existence on the date hereof have been delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory . Each Grantor agrees promptly to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements be delivered to the Collateral Agent (any and all Pledged Stock and all debt securities of a principal amount in excess of $500,000 constituting Pledged Collateral now owned or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders hereafter acquired by the Collateral Agent without further consent by the Pledgorsuch Grantor. (iib) Within five In addition to the requirements of preceding clause (5) days a), each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person of the receipt a principal amount which is in excess of $500,000 to be evidenced by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall promissory note to 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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. (bc) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by undated stock powers duly executed in blankblank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request that are necessary to perfect a security interest in such Pledged Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request that are necessary to perfect a security interest in such Pledged Collateral. To the extent that any of the Pledged Collateral are uncertificated securities registered in the name of any Grantor or its nominee or agent, such Grantor shall promptly upon the Collateral Agent’s request deliver to be held the Collateral Agent an irrevocable agreement of the issuer of such Pledged Collateral satisfactory to the Collateral Agent, acting reasonably, that the issuer will comply with instructions that are originated by the Collateral Agent as without the further consent of such Grantor and following an Event of Default cause the issuer of the Pledged Collateral and to register the Collateral Agent, or its agent or nominee, as further collateral security for the ObligationsCollateral Agent may direct, as the registered owner of such Pledged Collateral.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Specified Pledged Securities. (b) FCX will cause any Indebtedness for borrowed money in excess of $25,000,000 owed to it by any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or any Specified Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If Each delivery of Specified Pledged Securities and each pledge of Pledged Equity Interests or Specified Pledged Indebtedness after the Effective Date shall be accompanied by a schedule describing the Pledged Securities so delivered or the Pledged Equity Interests or Specified Pledged Indebtedness so pledged, which schedule shall be attached to Schedule II hereto and made a part thereof; provided that failure to so attach any such schedule shall not affect the validity of such pledge of such Specified Pledged Collateral consists Securities. Each schedule so delivered shall supplement any prior schedules so delivered and in the event a schedule is delivered in connection with a pledge that will be subject to a Specified Restriction the schedule so delivered shall include a description in reasonable detail of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause restrictions. (d) Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designated custodian or nominee) at any time and from time to become the registered holder thereof, or cause each issuer of such securities time to agree that it will comply with instructions originated by the Collateral Agent file in any relevant jurisdiction any initial financing statements with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlementssuch Grantor or any part thereof and amendments thereto that (i) identify the Pledged Collateral of such Grantor and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the Pledgor shall transfer type of organization and any organizational identification number issued to such security entitlements Grantor. Each Grantor agrees to provide such information 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 Pledgorpromptly upon request. (iie) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, The security interests granted in substantially the form of Annex I hereto (a “Pledge Amendment”) Section 3.01 are granted as security only and shall be delivered to not subject the Collateral Agent, any Cyprus Amax Noteholder or any other Secured Party to, or in respect any way alter or modify, any obligation or liability 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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 Grantor with respect to such Additional or arising out of the Pledged Collateral. (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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all Pledged Securities. (b) Each Grantor will cause the Loan Proceeds Note, each Offering Proceeds Note, the Parent Intercompany Note and any additional Indebtedness of Level 3 LLC to Level 3 (which the Grantors will cause to be evidenced by either the Parent Intercompany Note or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required another duly executed promissory note) to be pledged and delivered to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered duly endorsed in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably a manner satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall Each Grantor will 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 security interests granted hereby for Indebtedness for borrowed money owed to such securities without further consent Grantor to be at all times first priority perfected security interests. Upon the occurrence and during the continuance of an Event of Default, each Grantor will cause any other Indebtedness for borrowed money owed to such Grantor 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 Person in an amount that it will comply with entitlement orders exceeds $1,000,000 that is evidenced by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall promissory note to be delivered to the Collateral Agent, duly endorsed 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered a manner satisfactory 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 CollateralAgent. (bc) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by undated stock powers duly executed in blank, blank or other instruments of transfer satisfactory to be held by the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper undated instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsCollateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities which schedule shall supplement Schedule II and be made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 is or are to be pledged pursuant to this Agreement and the Financing Agreement. The Indenture, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The 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. (bc) If the any Pledgor shall receive, by virtue of the such Pledgor’s '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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s 's other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Administrative Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Administrative Agent pursuant to the terms of this Agreement or the Financing Agreement hereof (the “Additional Collateral”), ) shall be delivered to the Collateral Administrative Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Administrative Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Administrative Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Administrative Agent (or its custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Administrative Agent without further consent by the Pledgor. (iii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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, Administrative Agent in respect of the Additional Collateral which must to be pledged pursuant to this Agreement and the Financing Credit Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Administrative 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) 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) ), 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 any such the 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, the Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Administrative Agent, shall segregate it from such the Pledgor’s other property and shall deliver it forthwith to the Collateral Administrative Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Administrative Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Each Grantor agrees concurrently with the delivery of this Agreement, or in the case of Pledged Shares shall Securities acquired after the date hereof, promptly after the date of acquisition to deliver or cause to be delivered to the Collateral Agent contemporaneously any and all certificates, instruments or other documents representing or evidencing Pledged Securities (other than certificates, instruments or other documents representing or evidencing Pledged Debt Securities with a face amount less than $200,000 acquired after the date hereof). (b) Each Grantor will cause any Indebtedness for borrowed money in excess of $200,000 owed to such Grantor by the Borrower or prior any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement (i) any certificate, instrument or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by document representing or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that all 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) 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) 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 any such 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 schedule hereto shall not affect the validity of capital, capital surplus or paid-in surplus, the Pledgor such pledge of such Pledged Securities. Each schedule so delivered shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with supplement any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsprior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Prior to the Senior Lender Termination Date (as defined in the Intercreditor Agreement) each Grantor agrees to deliver promptly to the Agents (as defined in and in accordance with the Intercreditor Agreement), as bailee for the Collateral Agent, any and all Pledged Shares shall Securities. Upon the occurrence of the Senior Lender Termination Date, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior to the execution any and delivery of this Agreement. All other certificates and instruments constituting all Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 CollateralSecurities. (b) If the Pledgor shall receive, Each Grantor will cause any Indebtedness for borrowed money in principal amount exceeding $1,000,000 owed to such Grantor 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) 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 Person to be retained evidenced by any such Pledgor a duly executed promissory note that (a) prior to the Senior Lender Termination Date, is delivered to the Agents as bailee for the Collateral Agent in accordance with the Intercreditor Agreement, and (b) on or after the Senior Lender Termination Date, is pledged to the Collateral Agent pursuant to Section 7 the terms hereof. (c) Upon delivery to the Agents 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, (i) any Pledged Securities shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate be accompanied by stock powers duly executed in blankblank or other instruments of transfer reasonably satisfactory to the Agents or the Collateral Agent, to as the case may be, and by such other instruments and documents as the Agents or the Collateral Agent, as the case may be, may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be held accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Agents or the Collateral Agent Agent, as the case may be, may reasonably request. Each delivery of Pledged Collateral Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and as further collateral security for made a part hereof; provided that failure to attach any such schedule hereto shall not affect the Obligationsvalidity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates Pursuant to the Amended and Restated Securities Account Control Agreement, a certificate or certificates, bearing applicable securities law legends, currently representing each Pledgee’s Pledged Shares, has previously been delivered to the Pledged Shares Custodian, for deposit into the Accounts (as defined therein) prior to the execution and delivery of this Agreement. Pursuant to the Securities Purchase Agreement and the Cash Collateral Account Control Agreement, the Cash Collateral, currently representing each Pledgee’s Cash Collateral, shall be delivered to the Cash Collateral Agent contemporaneously Custodian, for deposit into the Cash Collateral Account, concurrently with or prior to the execution and delivery of this Agreement. In connection with the foregoing, the Pledgor shall take all actions necessary, including causing the issuance of any necessary legal opinions, to cause AVII to issue the Pledged Shares in the name of the Custodian, on behalf of the Pledgees, or payable to or to the order of, the Custodian or (ii) endorsed to the order of the Custodian or in blank. 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 this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Custodian and the Cash Collateral Agent Custodian, as applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, for deposit into the Accounts promptly upon the 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 Pledgees pursuant to the Amended and Restated Securities Account Control Agreement and the Cash Collateral Agent pursuant hereto Account Control Agreement, as applicable, and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentPledgees. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Custodian or the Cash Collateral Agent (or its designated custodian or nominee) Custodian, as applicable, on behalf of the Pledgees, to become the registered holder thereof, or or, to the extent practicable, cause each issuer of such securities AVII to agree that it will comply with instructions originated by the Collateral Agent Custodian, on behalf of the Pledgees, 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 Custodian or the Cash Collateral Agent (or its custodianCustodian, nominee or other designee)as applicable, 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. (ii) Within five (5) days on behalf of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I heretoPledgees. The Pledgor hereby authorizes further agrees to execute such other documents and to take such other actions as the Custodian or the Cash Collateral Agent Custodian, as applicable, or any Pledgee deems reasonably necessary or desirable to attach create and perfect the security interests intended to be created hereunder, to effect the foregoing and to permit the Custodian or the Cash Collateral Custodian, as applicable, and each Pledge Amendment Pledgee to this Agreement exercise any of its rights and agrees that all 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 Collateralremedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 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) ), 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 or interest payable in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or property, (iv) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) 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, the Pledgor shall receive or (vi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, dividend, interest, right, property, payment or distribution constituting certificated Pledged Collateral shall be, and shall forthwith be delivered to the Custodian or the Cash Collateral Custodian, as applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, for deposit pro rata into the Accounts to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral AgentPledgees, shall segregate it be segregated from such the Pledgor’s other property and shall deliver it be delivered forthwith to the Custodian or the Cash Collateral AgentCustodian, as applicable, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be deposited in the Accounts and held by the Custodian or the Cash Collateral Agent Custodian, as applicable, for the benefit of the Pledgees as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Prior to the Senior Lender Termination Date (as defined in the Intercreditor Agreement) each Grantor agrees to deliver promptly to the Agents (as defined in and in accordance with the Intercreditor Agreement), as bailee for the Collateral Agent, any and all Pledged Shares shall Securities. Upon the occurrence of the Senior Lender Termination Date, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior to the execution any and delivery of this Agreement. All other certificates and instruments constituting all Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 CollateralSecurities. (b) If the Pledgor shall receive, Each Grantor will cause any Indebtedness for borrowed money in principal amount exceeding $1,000,000 owed to such Grantor 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) 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 Person to be retained evidenced by any such Pledgor a duly executed promissory note that (a) prior to the Senior Lender Termination Date, is delivered to the Agents as bailee for the Collateral Agent in accordance with the Intercreditor Agreement, and (b) on or after the Senior Lender Termination Date, is pledged to the Collateral Agent pursuant to Section 7 the terms hereof. (c) Upon delivery to the Agents 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, (i) any Pledged Securities shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate be accompanied by stock powers duly executed in blankblank or other instruments of transfer reasonably satisfactory to the Agents or the Collateral Agent, to as the case may be, and by such other instruments and documents as the Agents or the Collateral Agent, as the case may be, may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be held accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Agents or the Collateral Agent Agent, as the case may be, may reasonably request. Each delivery of Pledged Collateral Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule 8.12 of the Perfection Certificate and as further collateral security for made a part hereof; provided that failure to attach any such schedule hereto shall not affect the Obligationsvalidity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or (or, prior to the execution Discharge of Senior Lender Claims, to the Intercreditor Agent) any and delivery all Pledged Securities. (b) Each Grantor will cause any Indebtedness for borrowed money (i) in the case of this Agreement. All Indebtedness owed to such Grantor by any Person other certificates than another Grantor, in principal amount in excess of $100,000, and instruments constituting Pledged Collateral from time (ii) in the case of Indebtedness owed to time or required such Grantor by another Grantor, in any principal amount, to be evidenced by a duly executed promissory note that is pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be and delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank(or, all in form and substance reasonably satisfactory prior to the Collateral Discharge of Senior Lender Claims, to the Intercreditor Agent. If any Pledged Collateral consists of uncertificated securities, unless ) pursuant to the immediately following sentence is applicable thereto, terms hereof. (c) Upon the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements delivery thereof to the Collateral Agent (or its custodianor, 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. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) shall be delivered prior to the Collateral AgentDischarge of Senior Lender Claims, 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 Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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. (bIntercreditor Agent) If the Pledgor shall receiveby any Grantor, 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) option or right, whether as an addition to, substitution for, or in exchange for, any all Pledged Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to Securities shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, blank or other instruments of transfer satisfactory to be held by the Collateral Agent (or, prior to the Discharge of Senior Lender Claims, the Intercreditor Agent) and by such other instruments and documents as the Intercreditor Agent (if prior the Discharge of Senior Lender Claims) or the Collateral Agent (if after the Discharge of Senior Lender Claims) may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as further collateral security for the ObligationsIntercreditor Agent (if prior to the Discharge of Senior Lender Claims) or the Collateral Agent (if after the Discharge of Senior Lender Claims) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities.

Delivery of the Pledged Collateral. (ia) All certificates currently Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Pledged Shares shall be Stock and the Pledged Debt in existence on the date hereof have been delivered to the First-Lien Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to as applicable in accordance with the terms of this Agreement or the Financing Agreement (the “Additional Collateral”)Intercreditor Agreement, shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory . Subject to the Collateral Agent. If any Pledged Collateral consists terms of uncertificated securitiesthe Intercreditor Agreement and following the satisfaction of the Discharge Conditions, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) each Grantor agrees promptly to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements be delivered to the Collateral Agent (any and all Pledged Stock and all debt securities of a principal amount in excess of $500,000 constituting Pledged Collateral now owned or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders hereafter acquired by the Collateral Agent without further consent by the Pledgorsuch Grantor. (iib) Within five In addition to the requirements of preceding clause (5) days a), each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person of a principal amount which is in excess of $500,000 to be evidenced by a promissory note to, subject to the terms of the receipt by Intercreditor Agreement and following the Pledgor satisfaction of any Additional Collateralthe Discharge Conditions, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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. (bc) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith Upon delivery to the Collateral Agent, in the exact form received, with (i) any necessary endorsement and/or appropriate Pledged Securities shall be accompanied by undated stock powers duly executed in blankblank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request that are necessary to perfect a security interest in such Pledged Collateral and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request that are necessary to perfect a security interest in such Pledged Collateral. To the extent that any of the Pledged Collateral are uncertificated securities registered in the name of any Grantor or its nominee or agent, subject to be held the terms of the Intercreditor Agreement and following the satisfaction of the Discharge Conditions, such Grantor shall promptly upon the Collateral Agent’s request deliver to the Collateral Agent an irrevocable agreement of the issuer of such Pledged Collateral satisfactory to the Collateral Agent, acting reasonably, that the issuer will comply with instructions that are originated by the Collateral Agent as without the further consent of such Grantor and following an Event of Default cause the issuer of the Pledged Collateral and to register the Collateral Agent, or its agent or nominee, as further collateral security for the ObligationsCollateral Agent may direct, as the registered owner of such Pledged Collateral.

Delivery of the Pledged Collateral. (ia) All promissory notes currently evidencing the Pledged Debt, if any, and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously (i) with respect to any Pledged Shares of Subsidiaries organized in the United States on or prior to the execution and delivery of this Agreement and (ii) with respect to Pledged Shares of any other Subsidiaries, twenty days following the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), ) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional CollateralCollateral which would be listed on Schedules I and II hereto, a Pledge Amendment, duly executed by the 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 is or are to be pledged pursuant to this Agreement and the Financing Security Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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. (bc) If the any Pledgor shall receive, by virtue of the 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 except as otherwise permitted to be retained by Pledgor pursuant to Section 7 hereof, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares on the date hereof shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement Securities Purchase Agreement, including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) above (collectively the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional CollateralCollateral and contemporaneously with any delivery of Additional Pledged Shares in accordance with Section 4(a), a Pledge Amendment, duly executed by the 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 is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Such 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 6 with respect to such Additional CollateralCollateral as of the date of the Pledge Agreement. (bc) If the such Pledgor shall receive, by virtue of the 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 8 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture or any other Senior Secured Note Document (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent as promptly as practicable upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the Pledgorforegoing, until the date upon which the Discharge of the Credit Facility Obligations has occurred, the provisions of this Section 4(a)(i) shall not apply to any Pledged Collateral consisting of Credit Facility Priority Collateral. (ii) Within five (5) days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 AgreementIndenture or any other Senior Secured Note Document. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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) If the any Pledgor shall receive, by virtue of the such Pledgor’s 's being or having been an owner of any Pledged Collateral (other than, until the date upon which the Discharge of Credit Facility Obligations has occurred, any Pledged Collateral consisting of Credit Facility Priority 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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus, the such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s 's other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Senior Secured Note Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously any and all certificates, instruments or other documents representing or evidencing Pledged Securities (other than certificates, instruments or other documents representing or evidencing Pledged Debt Securities with a face amount less than $200,000 acquired after the date hereof). (b) Each Grantor will cause any Indebtedness for borrowed money in excess of $400,000 owed to such Grantor by the Borrower or prior any Subsidiary to be evidenced by a duly executed promissory note that is pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof; provided that in the event that such Indebtedness owed to such Grantor shall exceed $2,000,000 in the aggregate the foregoing $400,000 limitation shall no longer apply. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement (i) any certificate, instrument or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by document representing or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach each Pledge Amendment to this Agreement and agrees that all 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) 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) 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 any such 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 schedule hereto shall not affect the validity of capital, capital surplus or paid-in surplus, the Pledgor such pledge of such Pledged Securities. Each schedule so delivered shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with supplement any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsprior schedules so delivered.

Delivery of the Pledged Collateral. (i) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent Pledgee contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentPledgee, pursuant to the terms of this Agreement or the Financing Settlement Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent Pledgee promptly upon upon, but in any event within five (5) days of, receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgee pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentPledgee. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent Pledgee (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Pledgee with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent Pledgee (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Pledgee without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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, Pledgee in respect of the Additional Collateral which that must be pledged pursuant to this Agreement and the Financing Settlement Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes the Collateral Agent Pledgee to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent 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 hereof with respect to such Additional Collateral. (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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral AgentPledgee, shall segregate it from such the Pledgor’s other property and shall deliver it forthwith to the Collateral AgentPledgee, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent Pledgee as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (i) All certificates currently representing 3.1. On or before the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral AgentIssue Date, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the each Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, deliver or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 as agent for, among others, the Collateral Agent and the Secured Parties, or the Term Loan Collateral Agent, as bailee of the Additional Collateral which must be pledged Agent pursuant to the Pari Passu Intercreditor Agreement with copies to the Collateral Agent, any and all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents valued in excess of $1,000,000, if any, representing the Pledged Collateral. 3.2. After the Issue Date, promptly upon any Pledgor’s obtaining physical possession of any certificates or other instruments or documents representing Pledged Securities owned by it, such Pledgor shall deliver or cause to be delivered such Pledged Collateral to the Collateral Agent or the Term Loan Collateral Agent, as bailee of the Collateral Agent pursuant to the Pari Passu Intercreditor Agreement. 3.3. Each Pledgor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time prior to termination of this Agreement pursuant to Section 14.1, to sign (if required) and 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 AgreementStatement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Each Pledgor hereby also authorizes the Collateral Agent to attach each Pledge Amendment to file a copy of this Agreement in lieu of a Financing Statement, and agrees that to take any and all certificates actions required by any earlier versions of the UCC which are still in effect or instruments listed on by any Pledge Amendment delivered to other Applicable Law. Each Pledgor shall provide the Collateral Agent with any information 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) 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 reasonably request 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 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith foregoing. Notwithstanding the foregoing authorization to the Collateral Agent, each Pledgor hereby agrees to prepare and file or cause to be filed, at its own expense, any Financing Statement, amendment thereto, continuation statement or other document or instrument, relative to all or any part of the Pledged Collateral, in the exact form receivedappropriate filing office, with any wherever located, as is necessary endorsement and/or appropriate stock powers duly executed or required to perfect or maintain the perfection of the Collateral Agent’s security interest in blankthe Pledged Collateral, and to be held by deliver to the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsa file stamped copy of each such Financing Statement, amendment thereto, continuation statement or other document or instrument in connection with this Agreement.

Delivery of the Pledged Collateral. (ia) All certificates A certificate or certificates, bearing applicable securities law legends, currently representing the each Pledgee’s Pledged Shares shall be delivered to the Collateral Agent contemporaneously custodian under that certain Securities Account Control Agreement, dated as of the date hereof, among the Pledgor, the Pledgees and Mellon Investors Services LLC, as custodian (the “Custodian”) (the “Securities Account Control Agreement”), for deposit into the Accounts (as defined therein) concurrently with or prior to the execution and delivery of this Agreement. In connection with the foregoing, the Pledgor shall take all actions necessary, including causing the issuance of any necessary legal opinions, to cause AVII to issue the Pledged Shares in the name of the Custodian, on behalf of the Pledgees, or payable to or to the order of, the Custodian or (ii) endorsed to the order of the Custodian or in blank. 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 this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent Custodian in accordance with the Securities Account Control Agreement for deposit into the Accounts promptly upon the receipt thereof by or on behalf of the Pledgor. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent Pledgees pursuant hereto to the Securities Account Control Agreement, and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentPledgees. 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) Custodian, on behalf of the Pledgees, to become the registered holder thereof, or or, to the extent practicable, cause each issuer of such securities AVII to agree that it will comply with instructions originated by the Collateral Agent Custodian, on behalf of the Pledgees, 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 custodianCustodian, 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. (ii) Within five (5) days on behalf of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I heretoPledgees. The Pledgor hereby authorizes further agrees to execute such other documents and to take such other actions as the Collateral Agent Custodian or any Pledgee deems reasonably necessary or desirable to attach create and perfect the security interests intended to be created hereunder, to effect the foregoing and to permit the Custodian and each Pledge Amendment Pledgee to this Agreement exercise any of its rights and agrees that all 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 Collateralremedies hereunder. (b) If the Pledgor shall receive, by virtue of the Pledgor’s 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) ), 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 or interest payable in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or property, (iv) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (v) 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, the Pledgor shall receive or (vi) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, such stock certificate, promissory note, instrument, option, right, property, payment or distribution constituting certificated Pledged Collateral shall be, and shall forthwith be delivered to the Custodian in accordance with the Securities Account Control Agreement for deposit pro rata into the Accounts to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral AgentPledgees, shall segregate it be segregated from such the Pledgor’s other property and shall deliver it be delivered forthwith to the Collateral Agent, Custodian in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be deposited in the Accounts and held by the Collateral Agent Custodian for the benefit of the Pledgees as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall Each Grantor agrees promptly to deliver or cause to be delivered to the Pari Passu Collateral Agent contemporaneously with or prior to the execution any and delivery of this Agreement. All other certificates and instruments constituting all Pledged Collateral from time to time or Equity Interests required to be pledged to hereunder (i) on the Collateral Agentdate hereof, pursuant to in the terms case of this Agreement or any such Pledged Equity Interests owned by such Grantor on the Financing Agreement (the “Additional Collateral”)date hereof, shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of promptly after the receipt by acquisition thereof, in the Pledgor case of any Additional Collateral, a Pledge Amendment, duly executed such Pledged Equity Interests acquired by such Grantor after 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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 Collateraldate hereof. (b) If Upon delivery to the Pledgor shall receivePari Passu Collateral Agent, 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) 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 Equity Interests shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate undated stock powers duly executed in blank, to be held by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Pari Passu Collateral Agent and by such other instruments and documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as further collateral security for may be necessary or as the ObligationsPari Passu Collateral Agent may reasonably request. Each delivery of Pledged Equity Interests shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Equity Interests. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Pledged Collateral. (a) Each of the U.S. Domiciled Obligors and the Canadian Domiciled Obligors agrees to deliver or cause to be delivered to Agent any and all tangible Pledged Collateral (other than (i) All certificates currently representing checks received for deposit or collection in the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with or prior to the execution ordinary course of business and delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days Pledged Debt of a face or principal amount of less than $1,000,000, individually, and in any event less than $2,000,000 in the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall aggregate for all purposes hereunder constitute such Pledged Collateral and Debt) at every time owned by 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 CollateralObligor promptly following its acquisition thereof. (b) If the Pledgor shall receive, by virtue Each of the Pledgor’s being U.S. Domiciled Obligors and the Canadian Domiciled Obligors will cause all Debt of any Person (including Subsidiaries and Affiliates of any such Obligor) in a principal amount of at least $1,000,000 that is owing to such Obligor to be evidenced by a duly executed promissory note that is pledged and delivered to Agent pursuant to the terms hereof. (c) Upon delivery to Agent, (i) any Pledged Equity Interests shall be accompanied by undated transfer powers duly executed by the applicable U.S. Domiciled Obligor or having been an owner Canadian Domiciled Obligor in blank or other instruments of transfer satisfactory to Agent and by such other instruments and documents as 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 by the applicable U.S. Domiciled Obligor or Canadian Domiciled Obligor in blank and by such other instruments and documents as Agent may reasonably request. Each delivery of Pledged Collateral after the date hereof shall be accompanied by a schedule describing the Pledged Collateral so delivered, which schedule shall be attached to Schedule 7.3 and made a part hereof; provided that failure to attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of the pledge of any Pledged Collateral, . (d) In respect of any Uncertificated Securities included in the Pledged Collateral (i) stock certificate on request by Agent, each Canadian Domiciled Obligor shall cause the appropriate issuers of such Uncertificated Securities either to register Agent or its nominee as the registered owner of such Uncertificated Securities or ▇▇▇▇ their books and records with the numbers and face amounts of all such Uncertificated Securities and all rollovers and replacements therefore to reflect the Lien of Agent granted pursuant to this Agreement; and (includingii) each Canadian Domiciled Obligor shall on request by the Agent consent to Agent entering into an Investment Property Control Agreement with the issuer of any such Uncertificated Securities such that Agent shall have control thereof. (e) In respect of any Security Entitlements or Securities Accounts included in the Pledged Collateral, without limitation(i) upon the occurrence and during the continuance of an Event of Default, each Canadian Domiciled Obligor shall upon request by Agent, direct the Securities Intermediary in respect of such Security Entitlements to transfer the Financial Assets to which such Security Entitlements relate to a Securities Account designated by Agent such that Agent shall become the Entitlement Holder in respect of such Financial Asset; and (ii) each Canadian Domiciled Obligor shall, upon request by Agent, consent to Agent entering into an Investment Property Control Agreement, reasonably satisfactory to Agent, with the Securities Intermediary in respect of any certificate representing a stock dividend such Security Entitlements and Uncertificated Securities such that Agent shall have Control thereof. (f) Following the occurrence and during the continuance of an Event of Default, such Canadian Domiciled Obligor will permit any Pledged Collateral in registered form to be registered in the name of Agent or distribution its nominee at any time at the option of Agent. (g) Such Canadian Domiciled Obligor shall not consent to: (i) the entering into by any issuer of any Uncertificated Securities included in connection or relating to the Pledged Collateral of an Investment Property Control Agreement in respect of such Uncertificated Securities with any increase Person other than Agent or reduction its nominee; or (ii) the entering into by any Securities Intermediary for any Security Entitlements included in or relating to the Pledged Collateral of capital, reclassification, merger, consolidation, sale an Investment Property Control Agreement in respect of assets, combination such Security Entitlements with any Person other than Agent or its nominee. (h) Such Canadian Domiciled Obligor shall not enter into any agreement with any Securities Intermediary that governs any Securities Account included in or relating to any Pledged Collateral that either (i) specifies any such Securities Intermediary's jurisdiction to be a jurisdiction other than the Province of shares, stock split, spin-off or split-off) or other instrumentAlberta for the purposes of the STA, (ii) option or right, whether specifies the laws of a jurisdiction other than the Province of Alberta as an addition to, substitution forapplicable to the acquisition of a Security Entitlement from such Securities Intermediary, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable in cash which is governed by the laws of a jurisdiction other than the Province of Alberta or consent to any amendment to any such agreement that would change (except x) such dividends permitted Securities Intermediary's jurisdiction to a jurisdiction other than the Province of Alberta for the purposes of the STA, (y) the applicable law to the acquisition of a Security Entitlement from such Securities Intermediary to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or the laws of a jurisdiction other property than the Province of Alberta, or (ivz) dividends or its governing law to a jurisdiction other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction than the Province of capital, capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the ObligationsAlberta.

Delivery of the Pledged Collateral. (i) All promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares Stock shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Agreement Indenture (the “"Additional Collateral”), ") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any such Pledged Collateral consists of uncertificated securitiessecurities of a Domestic Subsidiary, unless the immediately following sentence is applicable thereto, the such Pledgor shall cause cause, and if the issuer of such Pledged Collateral is an issuer other than a Subsidiary of the Pledgor, shall use commercially reasonable efforts to cause, the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the such Pledgor. If any such Pledged Collateral consists of security entitlements, the such Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Pledgor. Notwithstanding the Pledgorforegoing, prior to the Discharge of the Senior Lender Claims, all of the foregoing shall be delivered to, and instructions and agreements given and made with respect to, the Senior Collateral Agent, as bailee pursuant to the Intercreditor Agreement. (ii) In the event that following any Discharge of Senior Lender Claims, the Discharge of Senior Lender Claims is deemed not to have occurred pursuant to the Intercreditor Agreement, the Collateral Agent shall comply with its obligations under Section 5.6 of the Intercreditor Agreement. (iii) Within five ten (510) days Business Days of the receipt by the a Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the 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 AgreementIndenture. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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) If the any Pledgor shall receive, by virtue of the such Pledgor’s '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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s 's other property and shall (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) deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations. Notwithstanding the foregoing, prior to the Discharge of the Senior Lender Claims, all of the foregoing shall be delivered to the Senior Collateral Agent, pursuant to the Intercreditor Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent contemporaneously with on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, Agent pursuant to the terms of this Agreement or the Financing Securities Purchase Agreement (the “Additional Collateral”), "ADDITIONAL COLLATERAL") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorPledgors. All such promissory notes, certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor Pledgors shall cause the Collateral Agent (or its designated custodian custodian, nominee or nomineeother designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorPledgors. If any Pledged Collateral consists of security securities entitlements, the Pledgor Pledgors shall transfer such security securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee), ) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorPledgors. (iib) Within five (5) days of Promptly upon the receipt by the any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the such Pledgor, in substantially the form of Annex I hereto (a “Pledge Amendment”) "PLEDGE AMENDMENT"), shall be delivered to the Collateral Agent, in respect of the Additional Collateral which must is or are to be pledged pursuant to this Agreement and the Financing Securities Purchase Agreement. The , which Pledge Amendment shall from and after delivery thereof constitute part of Schedule Schedules I and II hereto. The 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. (bc) If the any Pledgor shall receive, by virtue of the such Pledgor’s '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 in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends or dividends, distributions, cash, instruments, investment property and other distributions 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 such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s 's other property and shall deliver it forthwith to the Collateral Agent, Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.

Delivery of the Pledged Collateral. (ia) All certificates currently representing To the Pledged Shares shall extent required by the Collateral and Guarantee Requirement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with (or prior to any other Person pursuant to the execution and delivery of this Intercreditor Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to , in each case acting as gratuitous bailee for the Collateral Agent, pursuant to ) any and all Pledged Securities. (b) To the terms of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated extent required by the Collateral Agent with respect and Guarantee Requirement, each Grantor will cause any Indebtedness for borrowed money owed to such securities without further consent Grantor by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or its custodianto any other Person pursuant to the Intercreditor Agreement, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by in each case acting as gratuitous bailee for the Collateral Agent without further consent by Agent) pursuant to the Pledgorterms hereof. (iic) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment shall from and after Upon 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 certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent shall (or to any other Person pursuant to the Intercreditor Agreement, in each case acting as gratuitous bailee for all purposes hereunder constitute Pledged the 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) If the Pledgor shall receiveAgent), 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) 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 Securities shall be retained accompanied by any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blankblank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof: provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to a Person other than the Collateral Agent shall be held by the Collateral Agent such Person in each case as Pledged Collateral and as further collateral security gratuitous bailee for the ObligationsSecured Parties solely for the purpose of perfecting the security interest therein granted under this Agreement.

Delivery of the Pledged Collateral. (ia) All certificates currently representing Each Grantor agrees, to the Pledged Shares shall extent not otherwise required in the Foreign Pledge Agreements, or prohibited by applicable law, promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with or prior any and all Pledged Securities. (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the execution and Collateral Agent pursuant to the terms hereof. (c) Upon delivery of this Agreement. All other certificates and instruments constituting Pledged Collateral from time to time or required to be pledged to the Collateral Agent, pursuant to the terms (i) any Pledged Securities (other than in respect of this Agreement or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or Foreign Subsidiaries that are not Significant Foreign Subsidiaries) shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, 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 must be pledged pursuant to this Agreement and the Financing Agreement. The 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 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) 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) 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 any such 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, the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blankblank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to be held 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) If the charter, by-laws or any other constitutional document of an issuer that is a wholly owned Subsidiary of any Pledged Stock restricts the transfer of the Pledged Stock of such issuer, then the applicable Grantor shall deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of such Pledged Stock and any other related Pledged Collateral by the Collateral Agent as Pledged Collateral and as further collateral or any Secured Party upon a realization on the security for the Obligationsconstituted hereby in accordance with this Agreement.

Delivery of the Pledged Collateral. (a) Each Grantor (i) All certificates currently representing has delivered all Pledged Securities held by such Grantor on the Pledged Shares shall Closing Date to the Collateral Agent (to the extent represented or evidenced by a certificate, instrument or other transferable document), and (ii) agrees promptly to deliver or cause to be delivered to the Collateral Agent contemporaneously with any and all certificates, notes, instruments or prior other documents representing or evidencing any Pledged Securities at any time hereafter acquired (to the execution and delivery extent represented or evidenced by a certificate, instrument or other transferable document). (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person (other than Indebtedness with an outstanding principal amount of this Agreement. All other certificates and instruments constituting Pledged Collateral from time less than $1,000,000 in the aggregate owed to time or required such Grantor by any Person that is not an Obligor) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof. (c) Upon delivery to the Collateral Agent, pursuant to the terms of this Agreement (i) any certificate, note, instrument or the Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral Agent promptly upon receipt thereof by document representing or on behalf of the Pledgor. All such certificates and instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or 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 or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgor shall cause Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect to such securities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by the Pledgor. may reasonably request and (ii) Within five (5) days all other property comprising part of the receipt Pledged Collateral shall be accompanied by the Pledgor proper instruments of any Additional Collateral, a Pledge Amendment, assignment 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 must be pledged pursuant to this Agreement applicable Grantor and the Financing Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby authorizes such other instruments or documents as the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all 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 Collateralmay reasonably request. (bd) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of any Grantor acquires any Pledged CollateralSecurities at any time following the date hereof, any (i) stock certificate (includingthen, 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 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 any such 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, at the Pledgor shall receive such stock certificate, instrument, option, right, payment or distribution constituting certificated Pledged Collateral in trust for the benefit request of the Collateral Agent, it shall segregate it from promptly deliver a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such Pledgor’s other property and schedule hereto shall deliver it forthwith to not affect the Collateral Agent, in validity of the exact form received, with pledge of such Pledged Securities. Each schedule so delivered shall supplement any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security for the Obligationsprior schedules so delivered.