Pledged Collateral. The Administrative Agent shall have received # original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and # each original promissory note pledged pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.

Pledged Collateral. Notwithstanding [Section 6.1(c)(ii)] of the Credit Agreement to the contrary, the Borrower shall, within sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion), deliver to the Administrative Agent the original stock certificate evidencing the certificated Equity Interests of [[Organization A:Organization]] Canada Inc. pledged pursuant to the Collateral Documents, together with an undated stock power for such certificate duly executed in blank by the registered owner thereof.

Transfer of Pledged Collateral. Upon the Discharge of First Lien Debt, to the extent permitted under applicable law, First Lien Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to the Second Lien Agent (for the benefit of the Second Lien Secured Parties), except in the event and to the extent # First Lien Agent or any other First Lien Secured Party has retained or otherwise acquired such Collateral # in full or partial satisfaction of any of the First Lien Debt, or # as cash collateral as contemplated under clause (c) of the definition of “Discharge of First Lien Debt”, # such Collateral is sold or otherwise disposed of by First Lien Agent or any other First Lien Secured Party or by a Grantor as provided herein or # it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of First Lien Agent or any First Lien Secured Party to any third party. The foregoing provision shall not impose on First Lien Agent or any other First Lien Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Second Lien Agent, First Lien Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of and to be paid by Grantors) as shall be reasonably requested by Second Lien Agent to permit Second Lien Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority Lien in the Pledged Collateral.

Pledged Equity Interests; Pledged Notes. Except as otherwise agreed by the Administrative Agent, the Administrative Agent shall have received the certificates representing the Equity Interests (if such Equity Interests are certificated) of Borrower Representative and, to the extent

Pledged Investments. As to each Investment that is identified by Borrower as a Pledged Investment on the [Schedule B]-1 or the most recent Pledged Investments Report submitted to Agent, such Pledged Investments # are subject to a valid and perfected first priority Agent’s Lien, # are owned by Borrower free and clear of all other Liens (other than Liens in favor of Agent) and # constitute Performing Obligations.

“Pledged Collateral” means “Pledged Collateral” as defined in the Collateral Agreement.

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Collateral Documents.

“Pledged Collateral” shall have the meaning assigned to such term in the Collateral

“With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause # the issuers of uncertificated securities which are Pledged Collateral and # subject to the threshold set forth in the following sentence, any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary in a Securities Account with a value, individually or in aggregate, equal to or exceeding $750,000, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent Control.”

“Pledged Debt” means any debt instrument constituting Collateral under any of the Collateral Documents.