Common use of Delivery of the Collateral Clause in Contracts

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent Trustee pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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 AgentTrustee; provided thatthat prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Borrower Pledgors shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent only be required to deliver such Collateral. Subject Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the terms of any Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement, the ). The Collateral Agent Trustee shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent Trustee or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Trustee to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All certificates Certificated Securities, Tangible Chattel Paper or instrumentsInstruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the First Lien Credit Agreement, Agreement or any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, that the Borrower foregoing shall have no duty only apply to deliver any Collateral held by Tangible Chattel Paper or an Instrument if the Original Agent Fair Market Value of such Tangible Chattel Paper or Instrument as of the date hereof but acquired or created exceeds $10,000,000 (individually); provided, further, that the foregoing shall use its commercially reasonable efforts not apply to cause the Original Agent to deliver such Collateralany Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance continuation of an Event of Default and with upon three Business Days’ prior written notice to the relevant Pledgorany Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired SharesShares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and Indebtedness then being pledged hereunder, which shall be attached hereto as part of Schedule 1 2 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securitiessecurities and Indebtedness. Each schedule so delivered shall supersede supplement any prior schedules so delivered.

Delivery of the Collateral. All Pledgor represents that the Collateral is non- certificated, and Pledgor shall cause Access Point (or its designated custodian, nominee or other designee) to become the registered holder of the Collateral, or cause each issuer of such securities to agree that it will comply with instructions originated by Access Point (or its designated custodian, nominee or other designee) with respect to such securities without further consent by Pledgor. In the event that any promissory notes, certificates and or other instruments shall, at any time in the future, constitute Collateral or otherwise required to be pledged to Access Point pursuant to the terms of this Agreement (the “Additional Collateral”), such promissory notes, certificates or instruments, if any, representing or evidencing the Collateral other instruments shall be promptly delivered to and held Access Point promptly upon receipt thereof by or on behalf of the Collateral Agent Pledgor. All such promissory notes, certificates and instruments shall be held by Access Point pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be delivered in suitable form for transfer by delivery, delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated transfer powers executed in blank, all in form and substance reasonably satisfactory to Access Point. If any Collateral, now or in the Collateral Agent; provided thatfuture, the Borrower consists of securities entitlements, Pledgor shall have no duty transfer such securities entitlements to deliver any Collateral held by the Original Agent as of the date hereof but shall use Access Point (or its commercially reasonable efforts to designated custodian, nominee or other designee) or cause the Original Agent applicable securities intermediary to deliver such Collateralagree that it will comply with entitlement orders by Access Point (or its designated custodian, nominee or other designee) without further consent by Pledgor. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.​

Delivery of the Collateral. (a) All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance continuation of an Event of Default and with without notice to the relevant Pledgorany Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired SharesShares and After-acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 2 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Agent to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document . Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All Subject to Sections 7 (b) and (c), all certificates or instruments, if any, representing or evidencing the Collateral shall be promptly duly endorsed in blank by the Pledgor, and delivered to the Administrative Agent, for and held by or on behalf of the Collateral Agent Secured Parties, pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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 Administrative Agent; provided that. In addition, the Borrower Pledgor shall have no duty on the date of this Pledge Agreement jointly with the Administrative Agent issue a notification (in the form of Schedule 2 hereto) to deliver any Collateral held the Issuer to (i) state that the Pledgor is entitled to retain and dispose of the dividends and distributions prior to a notice is given by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Administrative Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of Issuer indicating that an Event of Default has occurred, and with stating that the Administrative Agent and the Secured Parties are entitled to receive and retain any dividends and distributions made by the Issuer after serving such notice to the relevant Pledgor, to transfer to or Issuer and (ii) cause the Issuer to register in the name of the Collateral Agent or any of share pledge created hereby onto its nominees any or all of the Pledged Sharesshareholders’ register. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Stock, and any and all certificates or instrumentsother instruments or documents representing the Collateral, if anyin each case accompanied by undated stock powers or other instruments of transfer satisfactory to the Collateral Agent and executed in blank by the appropriate Pledgor. Upon delivery to the Collateral Agent, representing (i) any stock certificates, notes or evidencing other securities now or hereafter comprising the Pledged Stock and included in the Collateral shall be promptly delivered accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and held by or on behalf such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be in suitable form for transfer by delivery, or shall be accompanied by proper instruments of assignment duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent applicable Pledgor and such other instruments or documents as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Sharesmay reasonably request. Each delivery of Collateral (including any After-acquired Shares) Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunderhereunder and stating whether such securities at the time constitute Class A Collateral or Class B Collateral, which schedule shall be attached hereto as Schedule 1 II and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect Agreements and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. The foregoing notwithstanding, all it is understood and agreed that JPMorgan Chase Bank, N.A., in form and substance reasonably satisfactory to its capacity as gratuitous bailee for the Collateral Agent; provided that, will continue to hold all certificates or instruments in its possession on the Borrower shall have no duty to deliver any Collateral held by Closing Date, in accordance with the Original Agent as terms of the date hereof but shall use its commercially reasonable efforts to cause Collateral Agency Agreement, for the Original sole purpose of perfecting the Liens of the Collateral Agent to deliver on such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities assets theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede supplement any prior schedules so delivered.

Delivery of the Collateral. All original stock certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the relevant PledgorPledgor (which notice may be given concurrently with the taking of the following actions), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged SharesCollateral. Each delivery of Collateral (including any After-acquired SharesAdditional Collateral (as defined in the relevant Supplement to this Agreement)) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof, ; provided that the failure to deliver or attach any such schedule hereto shall not affect the validity of such pledge of such securities; provided, further, that the failure by the Collateral Agent to attach any schedule so delivered shall not constitute a Default or Event of Default hereunder or under any other Credit Document. Each schedule so delivered shall supersede any prior schedules so delivered.

Delivery of the Collateral. All certificates or instrumentscertificates, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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; provided that, that the Borrower foregoing shall have no duty not apply to deliver any Collateral held by the Original Agent as of the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Excluded Collateral. Subject to the terms of any Intercreditor Agreement, the The Collateral Agent shall have the right, at any time after the occurrence and during the continuance continuation of an Event of Default and with upon prior written notice to the relevant Pledgorany Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 2 and made a part hereof, ; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securitiessecurities and Indebtedness. Each schedule so delivered shall supersede supplement any prior schedules so delivered.

Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto to the extent required by the Credit Agreement, any Additional First Lien Agreement or any Intercreditor Agreement then in effect and shall be 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. If the constating documents of any issuer of any Pledged Shares restrict the transfer of the securities of such issuer, then the Pledgor will also deliver to the Administrative Agent a certified copy of a resolution of the directors or shareholders of such issuer consenting to the transfer(s) contemplated by this Pledge Agreement, including any prospective transfer of the Collateral Agent; provided that, the Borrower shall have no duty to deliver any Collateral held by the Original Administrative Agent as of upon a realization on the date hereof but shall use its commercially reasonable efforts to cause the Original Agent to deliver such Collateralsecurity constituted hereby in accordance with this Pledge Agreement. Subject to the terms of any Intercreditor Agreement, the Collateral The Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with without notice to the relevant Pledgor, to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as Schedule 1 and made a part hereof, provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.