Delivery of Pledged Notes. With respect to any Pledged Notes, each Credit Party, as appropriate, has executed an appropriate endorsement on (or separate from) each such Pledged Note and has deposited such Pledged Note with the Administrative Agent.

Pledged Stocks Received By Borrower. Any and all Pledged Stocks (including dividends, interest and other cash distributions) at any time received or held by Borrower shall be so received or held in trust for Lender, shall be segregated from other funds and property of Borrower and shall be forthwith delivered to Lender in the same form as so received or held, with any necessary endorsements.

Delivery of Pledged Notes. With respect to any Pledged Notes, each Credit Party, as appropriate, has executed an appropriate endorsement on (or separate from) each such Pledged Note and has deposited such Pledged Note with the Administrative Agent.

Delivery of Pledged Stocks. On or about August 7, 2020, Borrower delivered to Lender all certificates, if any, representing the Pledged Stocks accompanied by a duly executed instrument of transfer or assignment in blank, in form and substance satisfactory to Lender. All certificates or instruments representing or evidencing the Pledged Stocks at any time acquired by Borrower shall be promptly delivered by Borrower to Lender or Lender’s designee pursuant to this Agreement at a location designated in writing by Lender and shall be held by or on behalf of Lender pursuant to this Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instrument of transfer or assignment in blank, in form and substance satisfactory to Lender.

Delivery of Pledged Stocks. On or about August 7, 2020, Borrower delivered to Lender all certificates, if any, representing the Pledged Stocks accompanied by a duly executed instrument of transfer or assignment in blank, in form and substance satisfactory to Lender. All certificates or instruments representing or evidencing the Pledged Stocks at any time acquired by Borrower shall be promptly delivered by Borrower to Lender or Lender’s designee pursuant to this Agreement at a location designated in writing by Lender and shall be held by or on behalf of Lender pursuant to this Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instrument of transfer or assignment in blank, in form and substance satisfactory to Lender.

(i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; # all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on [Schedule 5.1.7(c)] as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; # Borrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and # all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon # the execution and delivery of this Agreement; # Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates; and # with respect to any Pledged Stock that consists of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

(i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; # all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on [Schedule 5.1.7(c)] as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; # Borrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and # all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon # the execution and delivery of this Agreement; # Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates; and # with respect to any Pledged Stock that consists of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Pledged Stocks Received By Borrower. Any and all Pledged Stocks (including dividends, interest and other cash distributions) at any time received or held by Borrower shall be so received or held in trust for Lender, shall be segregated from other funds and property of Borrower and shall be forthwith delivered to Lender in the same form as so received or held, with any necessary endorsements.

Delivery of Pledged Collateral. Such Grantor shall, promptly after acquiring any Pledged Collateral not owned on the Tranche A Closing Date: # deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, # all such Pledged Stock that is Pledged Certificated Stock, # all Pledged Debt Instruments in an amount greater than, individually, $75,000 and # all certificates and instruments evidencing Pledged Investment Property in an amount greater than, individually, $75,000, # subject all Collateral Accounts required to be subject to a Control Agreement pursuant to the Loan Agreement to a Control Agreement; and # cause the issuer of any such Pledged Stock that is Pledged Uncertificated Stock of Persons organized under the laws of the United States to execute an uncertificated stock control agreement in the form attached hereto as [Annex 4], pursuant to which, inter alia, such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Pledged Uncertificated Stock without further consent by such Grantor, and, for the avoidance of doubt, if any such Pledged Uncertificated Stock becomes certificated, promptly (but in any event within thirty (30) days thereof) deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, all such certificates, instruments or other similar documents (as defined in the Code).

Delivery of Pledged Collateral. Such Grantor shall deliver to the Administrative Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Administrative Agent, all Pledged Certificated Equity and Pledged Debt Instruments not later than five (5) Business Days after the Closing Date (or such date as set forth in [Section 6.19] of the Credit Agreement or such later date as may be agreed by the Administrative Agent in its sole discretion), in the case of any Pledged Certificated Equity and Pledged Debt Instruments of such Grantor as of the Closing Date and, with respect to any Pledged Certificated Equity and Pledged Debt Instruments acquired by such Grantor after the Closing Date, subject to and within the time periods required by [Section 6.13] of the Credit Agreement.