Equity Interests. As of the date hereof or as of the date of the most recent Compliance Certificate, the Equity Interests required to be pledged hereunder by each Grantor that owns any Equity Interests (excluding pledges of interests in Equity Interests solely permitted as a result of [Sections 9-406, 9-407, 9-408 or 9-409]9]9]9] of the UCC) consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other Equity Interests (in the case of issuers other than corporations) described opposite such Grantor’s name in Annex A.

Equity Interests. Each Pledge Agreement, together with the Uniform Commercial Code financing statements to be filed in connection therewith as provided therein, is in form sufficient to, and upon such filing and delivery as provided in the Pledge Agreement will, create in favor of the Agent a valid, perfected, first priority Lien and security interest upon and in respect of the Collateral (as defined in such Pledge Agreement) enforceable by the Agent in accordance with the terms thereof.

Subsidiaries; Equity Interests As of the Closing Date, the Borrowers have no Subsidiaries other than those specifically disclosed in Part # of [Schedule 5.13], and all of the outstanding Equity Interests in such Material Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by a Loan Party (other than directors’ qualifying shares required by law) in the amounts specified on Part # of [Schedule 5.13] free and clear of all Liens. As of the Closing Date, ​ has no equity investments in any other corporation or entity other than those specifically disclosed in Part # of [Schedule 5.13].

Unvested Equity Interests. Pursuant to the terms of Employee’s Restricted Stock Award Agreements, Restricted Stock Unit Agreements (“RSUs”), Stock Option Agreements, and Performance Award Agreements, all unvested awards as of the Separation Date are forfeited and cancelled. The Company agrees, however, in exchange for the terms of this Agreement, to pay Employee a cash payment, less applicable withholdings, based on the cash value of the unvested RSUs which are outstanding on the Separation Date. This equity-offset payment will not include payment regarding any RSUs that are vested on or before the Separation Date. Unvested awards will be valued based on the percentage of the vesting period for

Pledged Equity Interests. Set forth on [Schedule 5.21(f)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a list of # all Pledged Equity and # all other Equity Interests required to be pledged to the [[Administrative Agent:Organization]] pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non‑voting, preferred, etc.)).

Subject Company Equity Interests. An instrument of transfer in the form attached as Exhibit A hereto duly and validly executed by the registered holder of the Subject Company Equity Interests, sufficient to vest in ​ good and valid title to such Subject Company Equity Interests, or other evidence as is customary under the Applicable Law governing the corporate aspects of such Subject Company that good and valid title in the Subject Company Equity Interests of such Subject Company has been lawfully transferred to ​.

Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”), provided, however, and notwithstanding anything to the contrary in the Equity Documents, # any time-based equity award granted to the Executive prior to February 1, 2022 shall immediately accelerate and become fully exercisable or non-forfeitable as of the effective date of a Change in Control (as defined below), provided the Executive remains employed on the effective date of such Change in Control and # Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event during the Change in Control Period (as such terms are defined below) with respect to any equity awards granted to the Executive on or after February 1, 2022.

Equity. Subject to this Section 5, Executive will be granted the Sign-On RSUs, the FY23 RSUs, the TSR PSUs, the SVC PSUs and, if applicable, the Investment RSUs pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as follows:

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.

Equity. The post separation exercise period for all outstanding options to