Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All original stock certificates currently or instruments, if any, representing or evidencing the Pledged Shares Collateral shall be promptly delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof held by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent Trustee 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 Collateral consists Trustee; provided that prior to the Discharge of uncertificated securities, unless Revolving Credit Obligations (as defined in the immediately following sentence is applicable theretoIntercreditor Agreement), the Pledgors shall cause only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Agent Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). The Collateral Trustee shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its designated custodiannominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, nominee which shall be attached hereto as part of Schedule 1 and made a part hereof; provided that the failure to deliver or other designee) to become attach any such schedule hereto shall not affect the registered holder thereof, or cause each issuer validity of such securities to agree pledge of such securities; provided, further, that it will comply with instructions originated the failure by the Collateral Agent (Trustee to attach any schedule so delivered shall not constitute a Default or its designated custodian, nominee Event of Default hereunder or under any other designee) with respect to such securities without further consent by the PledgorsCredit Document. If Each schedule so delivered shall supersede any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgorsprior schedules so delivered.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such certificates, promissory notes, certificates notes and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blankblank (“Transfer Materials”), all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant Subject to the terms of this Agreement the Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (the “Additional Collateral”other than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) shall be promptly delivered (or otherwise delivered within the time periods required by the Credit Agreement with respect to any delivery in connection with the Collateral Agent promptly upon receipt thereof formation or acquisition (within the meaning of Section 6.12 of the Credit Agreement) of any Subsidiary) to and held by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Credit Agreement and Section 9(b) of this Agreement (provided that any Collateral required to be delivered other than in connection with the formation or acquisition (within the meaning of Section 6.12 of the Credit Agreement) of any Subsidiary shall not be required to be delivered prior to the end of the fiscal quarter during which such Collateral was acquired by any Pledgor). Such Collateral 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 Collateral consists Subject to the terms of uncertificated securitiesthe Intercreditor Agreement, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or its designated custodianrequired by law), nominee to transfer to or other designee) to become register in the registered holder thereof, or cause each issuer name of such securities to agree that it will comply with instructions originated by the Collateral Agent (or any of its designated custodiannominees any or all of the Pledged Shares. Subject to the terms of the Intercreditor Agreement, nominee or other designee) with respect to such securities without further consent by after the Pledgors. If any Collateral consists occurrence and during the continuance of securities entitlementsan Event of Default, the Pledgors shall transfer such securities entitlements each Pledgor will promptly give to the Collateral Agent (or its designated custodian, nominee copies of any notices or other designee) or cause communications received by it with respect to Pledged Shares registered in the applicable securities intermediary to agree that it will comply with entitlement orders by name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (or its designated custodianincluding any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofor and then being pledged hereunder, nominee or other designee) without further consent by which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the Pledgorsfailure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blankblank (“Transfer Materials”), all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “"Additional Collateral”") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant Subject to the terms of this Agreement any applicable Intercreditor Agreement, all certificates or instruments, if any, representing or evidencing the Collateral (the “Additional Collateral”other than instruments evidencing Indebtedness of an aggregate principal amount of less than $5,000,000) shall be promptly delivered (or otherwise delivered within the time periods required by the Term Loan Credit Agreement with respect to any delivery in connection with the Collateral Agent promptly upon receipt thereof formation or acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement) of any Subsidiary) to and held by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto to the extent required by Section 6.12 of the Term Loan Credit Agreement (provided that any Collateral required to be delivered other than in connection with the formation or acquisition (within the meaning of Section 6.12 of the Term Loan Credit Agreement and Section 9(b) of this Agreement) of any Subsidiary shall not be required to be delivered prior to the end of the fiscal quarter during which such Collateral was acquired by any Pledgor). Such Collateral 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 Subject to the terms of any Collateral consists of uncertificated securitiesapplicable Intercreditor Agreement, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default and without notice to any Pledgor (except as otherwise expressly provided herein or its designated custodianrequired by law), nominee to transfer to or other designee) to become register in the registered holder thereof, or cause each issuer name of such securities to agree that it will comply with instructions originated by the Collateral Agent (or any of its designated custodiannominees any or all of the Pledged Shares. Subject to the terms of any applicable Intercreditor Agreement, nominee or other designee) with respect to such securities without further consent by after the Pledgors. If any Collateral consists occurrence and during the continuance of securities entitlementsan Event of Default, the Pledgors shall transfer such securities entitlements each Pledgor will promptly give to the Collateral Agent (or its designated custodian, nominee copies of any notices or other designee) or cause communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default and subject to the terms of any applicable securities intermediary to agree that it will comply with entitlement orders by Intercreditor Agreement, the Collateral Agent (shall have the right to exchange the certificates representing Pledged Shares held by it for certificates of smaller or its designated custodian, nominee or other designee) without further consent by the Pledgorslarger denominations for any purpose consistent with this Agreement.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to Pledgor represents that the Collateral Agent on is non- certificated, and Pledgor shall cause Access Point (or prior its designated custodian, nominee or other designee) to become the execution and delivery registered holder of this Agreementthe Collateral, or cause each issuer of such securities to agree that it will comply with instructions originated by Access Point (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. All other In the event that any promissory notes, certificates and or other instruments constituting shall, at any time in the future, constitute Collateral from time to time or otherwise required to be pledged to the Collateral Agent Access Point pursuant to the terms of this Agreement (the “Additional Collateral”) ), such promissory notes, certificates or other instruments shall be delivered to the Collateral Agent Access Point promptly upon receipt thereof by or on behalf of any of the PledgorsPledgor. All such promissory notes, certificates and instruments shall be held by the Collateral Agent Access Point 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 transfer powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentAccess Point. If any Collateral consists of uncertificated securitiesCollateral, unless now or in the immediately following sentence is applicable theretofuture, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors Pledgor shall transfer such securities entitlements to the Collateral Agent Access Point (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 Access Point (or its designated custodian, nominee or other designee) without further consent by the Pledgors.Pledgor. ​

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this 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 Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the date of execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “"Additional Collateral”") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors.

Delivery of the Collateral. (a) All certificates currently Instruments, Certificated Securities or Tangible Chattel Paper, if any, representing or evidencing the Pledged Shares Collateral shall be promptly delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof held by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto to the extent required by the Credit Agreement or any Additional First Lien Agreement then in effect 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; provided that the foregoing shall only apply to an Instrument or Tangible Chattel Paper if the Fair Market Value of such Instrument or Tangible Chattel Paper as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. If The Collateral Agent shall have the right, at any Collateral consists time after the occurrence and during the continuation of uncertificated securitiesan Event of Default and upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), unless to transfer to or to register in the immediately following sentence is applicable thereto, the Pledgors shall cause name of the Collateral Agent (or any of its designated custodiannominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it Pledgor will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements promptly give to the Collateral Agent (or its designated custodian, nominee copies of any notices or other designee) or cause communications received by it with respect to Pledged Shares registered in the applicable securities intermediary to agree that it will comply with entitlement orders by name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (or its designated custodianincluding any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities and Indebtedness then being pledged hereunder, nominee or other designee) without further consent by which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the Pledgorsfailure to attach any such schedule hereto shall not affect the validity of such pledge of such securities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement, and in all cases shall be deemed to be held pursuant to this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the PledgorsPledgor. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors Pledgor shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorsPledgor. If any Collateral consists of securities security entitlements, the Pledgors Pledgor shall transfer such securities security 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 originated by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the PledgorsPledgor.

Delivery of the Collateral. (a) All certificates currently Certificated Securities, Tangible Chattel Paper or Instruments, if any, representing or evidencing the Pledged Shares Collateral shall be promptly delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon receipt thereof held by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent (or its agent, designee or bailee) pursuant hereto to the extent required by the Second Lien Credit Agreement or any Additional Second Lien Agreement then in effect 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; provided that the foregoing shall only apply to Tangible Chattel Paper or an Instrument if the Fair Market Value of such Tangible Chattel Paper or Instrument as of the date acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. If The Collateral Agent shall have the right, at any Collateral consists time after the occurrence and during the continuation of uncertificated securitiesan Event of Default and upon three Business Days’ prior written notice to any Pledgor (except as otherwise expressly provided herein), unless subject to the immediately following sentence is applicable thereto, terms of the Pledgors shall cause First Lien/Second Lien Intercreditor Agreement to transfer to or to register in the name of the Collateral Agent (or any of its designated custodiannominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, nominee or other designee) subject to become the registered holder thereofterms of the First Lien/Second Lien Intercreditor Agreement, or cause each issuer of such securities to agree that it Pledgor will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements promptly give to the Collateral Agent (or its designated custodianagent, nominee designee or bailee) copies of any notices or other designee) or cause communications received by it with respect to Pledged Shares registered in the applicable securities intermediary name of such Pledgor. After the occurrence and during the continuance of an Event of Default, subject to agree that it will comply with entitlement orders by the terms of the First Lien/Second Lien Intercreditor Agreement, the Collateral Agent (or its designated custodianagent, nominee designee or other designeebailee) without further consent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the Pledgorssecurities and Indebtedness then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities and Indebtedness. Each schedule so delivered shall supplement any prior schedules so delivered.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “"Additional Collateral”") shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors. If any Collateral consists of securities entitlements, the Pledgors shall transfer such securities entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent (or its designated custodian, nominee or other designee) without further consent by the Pledgors. Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to the Collateral Agent, in respect of the Additional Collateral which is or are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment shall for all purposes hereunder constitute Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral as of the date of the Pledge Amendment. If any Pledgor shall receive, by virtue of such Pledgor's being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor's other property and shall deliver it forthwith to the Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations.

Delivery of the Collateral. (a) All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent Buyer on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent Buyer pursuant to the terms of this Agreement or the Securities Purchase Agreement (the “Additional Collateral”) shall be delivered to the Collateral Agent Buyer promptly upon receipt thereof by or on behalf of any of the PledgorsPledgor. All such promissory notes, certificates and instruments shall be held by the Collateral Agent Buyer pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral AgentBuyer. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, at the Pledgors request of Buyer, the Pledgor shall cause the Collateral Agent Buyer (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent Buyer (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the PledgorsPledgor. If any Collateral consists of securities entitlements, the Pledgors Pledgor shall transfer such securities entitlements to the Collateral Agent Buyer (or its designated custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent Buyer (or its designated custodian, nominee or other designee) without further consent by the PledgorsPledgor.