Common use of Delivery of the Pledged Collateral Clause in Contracts

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently On the Closing Date (in the case of any Grantor that grants a Lien on any of its assets hereunder on the Closing Date) or on the date on which it signs and delivers a Pledge and Security Agreement Supplement (in the case of any other Grantor), each Grantor shall deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than (i) any Uncertificated Securities, but only for so long as such Securities remain uncertificated, and (ii) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary) to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). Thereafter, whenever such Grantor acquires any other Pledged Security (other than (A) any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated, and (B) certificates or instruments representing Equity Interests in any Subsidiary that is not a Material Subsidiary), such Grantor shall promptly, and in any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing Indebtedness, are required to be delivered pursuant to Section 2.02(b). (b) Each Grantor will cause (i) the Borrower and each Restricted Subsidiary to execute and deliver a counterpart of each of the Intercompany Note and the Intercompany Indebtedness Subordination Agreement and (ii) all Indebtedness for borrowed money in an aggregate principal amount of $250,000 or more owed to such Grantor by any other Person (other than the Borrower or a Restricted Subsidiary) to be evidenced by a duly executed Promissory Note, and shall cause each such Promissory Note, the Intercompany Note and each other Promissory Note (if any) evidencing any Indebtedness of the Borrower or any Restricted Subsidiary that is owing to such Grantor, to be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, (A) on the date hereof, in the case of any such Indebtedness existing on the date hereof (or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such Indebtedness existing on such date) 6 (c) or (B) promptly following the incurrence thereof, in the case of any such Indebtedness incurred after the date hereof (or such other date), in each case pursuant to the terms hereof. (d) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated stock or note powers duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Requisite Lenders and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Debt Collateral required to be delivered pursuant to Section 2.02(a) or 2.02(b) shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor and all certificates evidencing shares such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to accompanied by a schedule describing such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor schedule shall be deemed upon delivery thereof to have supplement Schedule I and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the representations validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (e) The assignment, pledge and warranties set forth security interest granted in Section 5 2.01 are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to such Additional or arising out of the Pledged Collateral. SECTION 2.04.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Pledged Securities Shares shall be delivered to the Administrative Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged SecuritiesShares, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Administrative Agent pursuant to the terms of the Credit Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Administrative Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) 10 Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Administrative Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. Within ten (10) 10 Business Days of the receipt by any the Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV III hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Administrative Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Credit Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each The Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing Each Grantor agrees to deliver or cause to be delivered to the Pledged Debt Collateral Agent any and all certificates evidencing shares Pledged Securities (i) representing any Pledged Equity Interests of stock, partnership interests, member interests the Borrower and the Subsidiary Loan Parties on the date hereof and (ii) all other equity interests representing the Pledged Securities representing any Pledged Equity Interests required to be delivered pursuant to the definition of “Collateral and Guarantee Requirements” in the Credit Agreement, as promptly as practicable, and in any event within 90 days after the Effective Date (or such later date as the Collateral Agent may reasonably agree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof. Each Grantor acknowledges and agrees that (i) to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Loan Parties) and 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 or subject to a control agreement for such uncertificated interest; and such certificate shall be delivered to the Agent, together Collateral Agent in accordance with any necessary indorsement and/or appropriate stock transfer form duly executed in blank this Section 2.02(a) and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate or subject to a control agreement. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Pledged SecuritiesGrantor (or by such Grantor and one or more other Loan Parties) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, on or the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the execution Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations such interest is thereafter represented by a certificate or subject to a control agreement; and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") such certificate shall be delivered to the Collateral Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to accordance with this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral2.02(a).

Delivery of the Pledged Collateral. (a) (i) All promissory notes certificates currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities Shares (if any) shall be delivered to the AgentPledgee, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securitiesfor the benefit of itself and the Lenders, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Agent Pledgee, for the benefit of itself and the Lenders, pursuant to the terms of this Agreement and the other Loan Documents (the "ADDITIONAL COLLATERALAdditional Collateral") ), shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of Pledgee promptly upon receipt thereof by or on behalf of one or more any of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Pledgee pursuant hereto or the Intercreditor Agreement 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 powers executed in blank, all in form and substance reasonably satisfactory to the AgentPledgee. Within ten 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 Pledgee (10or its designated custodian or nominee) Business Days to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the receipt Pledgee with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor of any Additional Collateralshall collaterally assign such security entitlements to the Pledgee (or its custodian, a Pledge Amendmentnominee or other designee), duly executed or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee without further consent by such Pledgor, in substantially each case, upon the form occurrence and continuation of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered 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 the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to have made enable such Peldgor to take any action to collect or enforce any performance or the representations and warranties set forth in Section 5 with respect to payment of amounts due under such Additional Collateralpromissory note(s) and/or other instrument(s).

Delivery of the Pledged Collateral. (a) All promissory notes Pursuant to the Amended and Restated Securities Account Control Agreement, a certificate or certificates, bearing applicable securities law legends, currently evidencing representing each Pledgee’s Pledged Shares, has previously been delivered to the Pledged Debt Custodian, for deposit into the Accounts (as defined therein) prior to the execution and all certificates evidencing shares delivery of stockthis Agreement. Pursuant to the Securities Purchase Agreement and the Cash Collateral Account Control Agreement, partnership intereststhe Cash Collateral, member interests and all other equity interests currently representing the Pledged Securities each Pledgee’s Cash Collateral, shall be delivered to the AgentCash Collateral Custodian, together for deposit into the Cash Collateral Account, concurrently with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. 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, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person Custodian and the Cash Collateral Custodian, as provided applicable, in accordance with the Amended and Restated Securities Account Control Agreement and the Cash Collateral Account Control Agreement, as applicable, for in deposit into the Intercreditor Agreement) within ten (10) Business Days of Accounts promptly upon the receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Pledgees pursuant hereto or to the Intercreditor Amended and Restated Securities Account Control Agreement and the Cash Collateral 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 AgentPledgees. Within ten (10) Business Days If any Pledged Collateral consists of uncertificated securities, the Pledgor shall cause the Custodian or the Cash Collateral Custodian, as applicable, on behalf of the receipt by any Pledgor of any Additional CollateralPledgees, a Pledge Amendmentto become the registered holder thereof, duly executed by such Pledgoror, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agentextent practicable, in respect cause AVII to agree that it will comply with instructions originated by the Custodian, on behalf of the Additional Collateral which are to be pledged pursuant to this AgreementPledgees, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateralsecurities 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 Custodian, as applicable, on behalf of the Pledgees. The Pledgor further agrees to execute such other documents and to take such other actions as the Custodian or the Cash Collateral Custodian, as applicable, or any Pledgee deems reasonably necessary or desirable to 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 Pledgee to exercise any of its rights and remedies hereunder.

Delivery of the Pledged Collateral. (a) All promissory notes certificates currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities Shares shall be delivered to the Administrative Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securitiesblank, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Administrative Agent pursuant to the terms of the Credit Documents to which it is a party (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Administrative Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) 10 Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Administrative Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. Within ten (10) 10 Business Days of the receipt by any the Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Administrative Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Credit Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules Schedule I and II hereto. Each The Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) (i) All promissory notes certificates currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities Shares (if any) shall be delivered to the AgentPledgee, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securitiesfor the benefit of itself and the Noteholders, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Agent Pledgee, for the benefit of itself and the Noteholders, pursuant to the terms of this Agreement and the other Transaction Documents (the "ADDITIONAL COLLATERALAdditional Collateral") ), shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of Pledgee promptly upon receipt thereof by or on behalf of one or more any of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Pledgee pursuant hereto or the Intercreditor Agreement 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 powers executed in blank, all in form and substance reasonably satisfactory to the AgentPledgee. Within ten If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, upon the occurrence and continuation of an Event of Default under the Notes, such Pledgor shall cause the Pledgee (10or its designated custodian or nominee) Business Days to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the receipt Pledgee with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor of any Additional Collateralshall collaterally assign such security entitlements to the Pledgee (or its custodian, a Pledge Amendmentnominee or other designee), duly executed or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Pledgee without further consent by such Pledgor, in substantially each case, upon the form occurrence and continuation of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered 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 the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof any promissory note(s) and/or other instrument(s) in Pledgee's possession necessary or useful to have made enable such Pledgor to take any action to collect or enforce any performance or the representations and warranties set forth in Section 5 with respect to payment of amounts due under such Additional Collateralpromissory note(s) and/or other instrument(s).

Delivery of the Pledged Collateral. (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time required to time, shall be pledged to the Agent pursuant to the terms of this Agreement or the Financing Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Agent promptly upon, but in any event within five (or to such other Person as provided for in the Intercreditor Agreement5) within ten (10) Business Days of days of, receipt thereof by or on behalf of one or more any of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent pursuant hereto or the Intercreditor 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 Agent. Within ten If any Pledged Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, such Pledgor shall cause the Agent (10or its designated custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Agent with respect to such securities without further consent by such Pledgor. If any Pledged Collateral consists of security entitlements, such Pledgor shall transfer such security entitlements to the Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Agent without further consent by such Pledgor. If no Event of Default has occurred and is continuing, any Pledged Debt held by the Agent in respect of a Project or new project developed in accordance with the Terms of the Loan Documents shall be returned to the applicable Loan Party within two (2) Business Days from the date such Loan Party notifies the Agent that an amendment to such Pledge Debt is to be made it being understood that such Loan Party shall, promptly, but in any event, within two (2) Business Days of receipt thereof, provide the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered amended Pledged Debt to the Agent. It is understood that if any Excluded Debt shall no longer be properly classified as Excluded Debt (because the grant of a security interest therein would no longer subject a secured party to licensing requirements or other review, in respect approval of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates consent requirements under tribal compacts or instruments listed on by any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and other Indian gaming authority) than such Pledgor Excluded Debt shall be deemed upon delivery thereof to have made automatically reclassified as Pledged Debt and delivered in accordance with the representations and warranties set forth in Section 5 with respect to such Additional Collateralterms hereof.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the such Pledgor's Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the such Pledgor's Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting such Pledgor's Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Agent pursuant to the terms of the Loan Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days days of receipt thereof by or on behalf of one or more of the Pledgorssuch Pledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by the Agent or by a third party on behalf of the Agent pursuant hereto or hereto, and, if held by a third party, shall be subject to an "authenticated" record (within the Intercreditor Agreement meaning of the Code) in which such third party acknowledges that it is holding such Pledged Collateral for the benefit of Agent, and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days days of the receipt by any Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV III hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Agent, in respect of the such Pledgor's Additional Collateral which are is to be pledged pursuant to this Agreement and the Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes A certificate or certificates, bearing applicable securities law legends, currently evidencing the representing each Pledgee’s Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities Shares shall be delivered to the Agentcustodian under that certain Securities Account Control Agreement, together 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 any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. 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, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided Custodian in accordance with the Securities Account Control Agreement for in deposit into the Intercreditor Agreement) within ten (10) Business Days of Accounts promptly upon the receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Pledgees pursuant hereto or to the Intercreditor Agreement 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 AgentPledgees. Within ten (10) Business Days If any Pledged Collateral consists of uncertificated securities, the Pledgor shall cause the Custodian, on behalf of the receipt by any Pledgor of any Additional CollateralPledgees, a Pledge Amendmentto become the registered holder thereof, duly executed by such Pledgoror, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agentextent practicable, in respect cause AVII to agree that it will comply with instructions originated by the Custodian, on behalf of the Additional Collateral which are to be pledged pursuant to this AgreementPledgees, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateralsecurities without further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the Pledgor shall transfer such security entitlements to the Custodian, on behalf of the Pledgees. The Pledgor further agrees to execute such other documents and to take such other actions as the Custodian or any Pledgee deems reasonably necessary or desirable to create and perfect the security interests intended to be created hereunder, to effect the foregoing and to permit the Custodian and each Pledgee to exercise any of its rights and remedies hereunder.

Delivery of the Pledged Collateral. Each Grantor agrees to deliver or cause to be delivered to the Notes Collateral Agent (aor prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) All promissory notes currently evidencing the Pledged Debt any and all certificates evidencing shares Pledged Securities (i) (A) of stockthe Company, partnership interests, member interests the Issuers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other equity interests Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, an Issuer or any of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) pursuant to the terms hereof. Upon delivery to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing the Pledged Securities shall be delivered to the Agentaccompanied by undated stock or note powers, together with any necessary indorsement and/or appropriate stock transfer form as applicable, duly executed in blank with respect to or other undated instruments of transfer duly executed in blank and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor schedule shall be deemed upon delivery thereof attached to, and shall supplement, Schedule II and be made a part hereof; provided that failure to have made provide any such schedule hereto shall not affect the representations and warranties set forth in Section 5 with respect to validity of such Additional Collateralpledge of such Pledged Securities.

Delivery of the Pledged Collateral. Each Grantor agrees to deliver or cause to be delivered to the Notes Collateral Agent (aor prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) All promissory notes currently evidencing the Pledged Debt any and all certificates evidencing shares Pledged Securities (i) (A) of stockthe Company, partnership interests, member interests the Issuers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other equity interests Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date (or such later date as, prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent may reasonably request) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, an Issuer or any of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent) pursuant to the terms hereof. Upon delivery to the Notes Collateral Agent (or prior to Discharge of Credit Agreement Obligations, the Bank Collateral Agent), (i) any certificate or promissory note representing the Pledged Securities shall be delivered to the Agentaccompanied by undated stock or note powers, together with any necessary indorsement and/or appropriate stock transfer form as applicable, duly executed in blank with respect to or other undated instruments of transfer duly executed in blank and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor schedule shall be deemed upon delivery thereof attached to, and shall supplement, Schedule II and be made a part hereof; provided that failure to have made provide any such schedule hereto shall not affect the representations and warranties set forth in Section 5 with respect to validity of such Additional Collateralpledge of such Pledged Securities.

Delivery of the Pledged Collateral. (a) All promissory notes certificates currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged SecuritiesShares, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time required to time, shall be pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) 10 Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) 10 Business Days of the receipt by any Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules Schedule I and II hereto. Each The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notesall, certificates or instruments listed on any Pledge Amendment delivered to the 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 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes certificates and instruments currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests representing the Pledged Securities shall be Shares and Pledged Warrants are being delivered to the Agent, together Pledgee concurrently with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement, to be held by it hereunder. The certificates and instruments being delivered hereunder consist of three stock certificates (two for 400,000 shares of the Pledged Shares each, and one for 200,000 shares of the Pledged Shares), and three separate warrants (two evidencing the right to purchase 16,393,442 shares of Common Stock each, and one evidencing the right to purchase 8,196,723 shares of Common Stock). All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to Pledgee promptly upon the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Pledgee pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Pledgee. Any new, additional or different securities or other property (other than regular cash dividends) which may now or hereafter become distributable with respect to the Agent. Within ten Pledged Collateral by reason of (10i) Business Days any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Common Stock as a class or (ii) any merger, consolidation or other reorganization affecting the capital structure of Pledgee shall, upon receipt by Pledgor, be promptly delivered to and deposited with Pledgee as part of the receipt by any Pledgor Pledged Collateral hereunder. To the extent Pledgee reasonably deems it necessary or advisable to perfect its security interest hereunder in addition to its possession of any Additional the Pledged Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to Pledgee, concurrently with its execution and delivery of this Agreement or at any time that Pledgee may thereafter determine, to prepare and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to file UCC-1 financing statements naming Pledgor as the Agent shall for all purposes debtor and Pledgee as secured party and describing the collateral pledged hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateralreasonable detail.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stockstock ([except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated]), partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Agent, together with any necessary indorsement endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time, shall be time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV III hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledge Amendment shall be deemed to amend only the Schedules I and II to this Agreement, and the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities shall or the Foreign Pledged Securities (collectively, the "Pledged Securities")shall be delivered to the Agent, together with any necessary indorsement endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time, shall be time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which . Each Pledge Amendment shall from be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities and after delivery thereof (ii) to constitute part a separate schedule to this Agreement in case the Additional Collateral consists of Schedules I and II heretoDomestic Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. Each The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stockstock [(except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated)], partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Agent, together with any necessary indorsement endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time, shall be time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which . Each Pledge Amendment shall from be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Foreign Pledged Securities and after delivery thereof (ii) to constitute part a separate schedule to this Agreement in case the Additional Collateral consists of Schedules I and II heretoDomestic Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. Each The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, Lender on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Agent Lender pursuant to the terms of this Agreement and the Term Loan Agreement, (the "ADDITIONAL COLLATERALAdditional Collateral") shall be promptly delivered to the Agent Lender, but in no event later than five (or to such other Person as provided for in the Intercreditor Agreement) within ten (105) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Agent Lender pursuant hereto or the Intercreditor 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 (with signature medallion guaranteed) executed in blank, all in form and substance reasonably satisfactory to the AgentLender. Within ten five (105) Business Days of the receipt by any the Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV Annex I hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the AgentLender, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Term Loan Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each The Pledgor hereby authorizes the Agent Lender to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent Lender 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 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Collateral Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) 10 Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Collateral Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) 10 Business Days of the receipt by any Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV III hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Collateral Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agree 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 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing Each Grantor agrees to deliver or cause to be delivered to the Pledged Debt Collateral Agent any and all certificates evidencing shares Pledged Securities (i) (A) of stockthe Company, partnership interests, member interests the Borrowers and Material Subsidiaries (other than Foreign Subsidiaries) on the date hereof and (B) all other equity interests Pledged Securities, as promptly as practicable, and in any event within 30 days after the Effective Date (or such later date as the Collateral Agent may reasonably agree) in each case, in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (ii) promptly (and in any event within 60 days (or such later date as the Collateral Agent may reasonably agree)) after the acquisition thereof, in the case of any such Pledged Securities acquired by such Grantor after the date hereof. As promptly as practicable, and in any event within 30 days after the Effective Date, each Grantor will cause any Indebtedness for borrowed money (including in respect of cash management arrangements) owed to such Grantor by Holdings, the Company, the Borrowers or any of their Subsidiaries in a principal amount in excess of $50,000,000 to be evidenced by a duly executed promissory note (including, if such security interest can be perfected therein, a grid note) that is pledged and delivered to the Collateral Agent pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any certificate or promissory note representing the Pledged Securities shall be delivered to the Agentaccompanied by undated stock or note powers, together with any necessary indorsement and/or appropriate stock transfer form as applicable, duly executed in blank with respect or other undated instruments of transfer 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 and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed in blank by the applicable Grantor and such other instruments and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor schedule shall be deemed upon delivery thereof attached to, and shall supplement, Schedule II and be made a part hereof; provided that failure to have made provide any such schedule hereto shall not affect the representations and warranties set forth in Section 5 with respect to validity of such Additional Collateralpledge of such Pledged Securities.

Delivery of the Pledged Collateral. Each Grantor agrees promptly (aand in any event (i) All with respect to Pledged Securities owned on the Initial Closing Date, within the time period set forth on Schedule I and (ii) with respect to Pledged Securities acquired after the Initial Closing Date, within 60 days (as such date may be extended by the Collateral Agent in its sole discretion) of receipt thereof) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” in the Credit Agreement, Section 6.10(a)(i)(C) thereof and/or Section 2.04 hereof; provided that, in the case of promissory notes currently or other instruments evidencing the Pledged Debt and all certificates evidencing shares of stockIndebtedness, partnership interests, member interests and all other equity interests representing the such Pledged Securities shall be required to be delivered only to the extent required pursuant to paragraph (b) of this Section 2.02. Each Grantor will cause each promissory note or instrument evidencing Indebtedness owing to a Grantor having an aggregate principal amount in excess of $20,000,000 individually (in each case, other than Excluded Property) that is required to be delivered pursuant to the definition of “Collateral and Guarantee Requirement” (including clause (c)(ii) thereof) in the Credit Agreement to be delivered to the Collateral Agent, together with for the benefit of the Secured Parties, pursuant to the terms hereof. Upon delivery to the Collateral Agent, (i) any necessary indorsement and/or appropriate Pledged Securities shall be accompanied by stock transfer form powers or note powers, as applicable, duly executed in blank with respect to such Pledged Securities, on or prior other instruments of transfer reasonably satisfactory to the execution Collateral Agent and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and by such other instruments constituting Pledged Debt from time to time, and documents as the Collateral Agent may reasonably request and (ii) all other certificates evidencing shares property comprising part of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time to time, shall be pledged to the Agent (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the Pledgors. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or Collateral shall be accompanied by duly executed proper instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by the applicable Grantor and such Pledgor, in substantially other instruments or documents as the form Collateral Agent may reasonably request. Each delivery of Schedule IV hereto (a "PLEDGE AMENDMENT") Pledged Securities shall be delivered to accompanied by a schedule describing the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreementsecurities, which Pledge Amendment schedule shall from and after delivery thereof constitute part of Schedules be attached hereto as Schedule I and II heretomade 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 Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notesschedule so delivered shall supplement or otherwise modify, certificates or instruments listed on as applicable, any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateralprior schedules so delivered.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stockstock (except for certain Foreign Pledged Subsidiaries where interests in such entities are not certificated), partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "PLEDGED SECURITIES") shall be delivered to the Agent, together with any necessary indorsement endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time, shall be time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERAL") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENT") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which . Each Pledge Amendment shall from be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities and after delivery thereof (ii) to constitute part a separate schedule to this Agreement in case the Additional Collateral consists of Schedules I and II heretoForeign Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. Each The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Pledged Securities Shares shall be delivered to the Agent, together with any necessary indorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments constituting Pledged Debt Collateral from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities from time or required to time, shall be pledged to the Collateral Agent pursuant to the terms of the Amended and Restated Financing Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Collateral Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) 10 --------------------- Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations certificates and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities instruments shall be held by or on behalf of the Collateral Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Within ten (10) 10 Business Days of the receipt by any Pledgor of any the Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV III hereto (a "PLEDGE AMENDMENTPledge Amendment") ---------------- shall be delivered to the Collateral Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement and the Amended and Restated Financing Agreement, which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II hereto. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agree 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 with respect to such Additional Collateral.

Delivery of the Pledged Collateral. (a) All promissory notes currently evidencing the Pledged Debt and all certificates evidencing shares of stock, partnership interests, member interests and all other equity interests currently representing the Domestic Pledged Securities or the Foreign Pledged Securities (collectively, the "Pledged Securities") shall be delivered to the Agent, together with any necessary indorsement endorsement and/or appropriate stock transfer form duly executed in blank with respect to such Pledged Securities, on or prior to the execution and delivery of this Agreement. All other promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments constituting Pledged Debt from time to time, and all other certificates evidencing shares of stock, partnership interests, member interests and all other equity interests constituting the Pledged Securities hereafter owned by the Pledgor from time to time, shall be time are hereby pledged to the Agent pursuant to the terms of this Agreement (the "ADDITIONAL COLLATERALAdditional Collateral") shall be delivered to the Agent (or to such other Person as provided for in the Intercreditor Agreement) within ten (10) Business Days of receipt thereof by or on behalf of one or more of the PledgorsPledgor. All such promissory notes, bonds, debentures, credit agreements, commercial paper, certificates, confirmations and other instruments, and all such certificated shares of stock, partnership interests, member interests and all other equity interest evidencing the Pledged Securities held by or on behalf of the Agent pursuant hereto or the Intercreditor Agreement and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. Within ten (10) Business Days of the receipt by any the Pledgor of any Additional Collateral, a Pledge Amendment, duly executed by such the Pledgor, in substantially the form of Schedule IV II hereto (a "PLEDGE AMENDMENTPledge Amendment") shall be delivered to the Agent, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which . Each Pledge Amendment shall from be deemed (i) to amend Schedule I to this Agreement in case the Additional Collateral consists of Domestic Pledged Securities and after delivery thereof (ii) to constitute part a separate schedule to this Agreement in case the Additional Collateral consists of Schedules I and II heretoForeign Pledged Securities; in either case the absence of any Pledge Amendment shall not in any way effect the validity of the pledge of the Pledged Collateral made pursuant to this Agreement. Each The Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agree agrees that all promissory notes, certificates or instruments listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder constitute Pledged Collateral and such the Pledgor shall be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 with respect to such Additional Collateral.