Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the Obligations, in the Pledged Collateral. The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of itself and the holders of the ObligationsLenders, in the Pledged Collateral. The delivery to taking possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Collateral, together with duly executed stock powers in respect thereof, Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s 's security interest in any all certificated Pledged Collateral that constitutes a Security, subject to Permitted LiensCapital Stock and such certificates and instruments. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction of organization each Pledgor's formation, the Agent shall have a first priority perfected security interest in all uncertificated Pledged Capital Stock consisting of the applicable Pledgor partnership or obtaining “control” over such limited liability company interests in accordance with the provisions of that do not constitute a security pursuant to Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens103(c) of the UCC. With respect to any Pledged Collateral Agent’s consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Agent of an agreement granting Control to the Agent over such Pledged Collateral, the Agent shall have a first priority perfected security interest in any uncertificated such Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a SecurityCollateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Pledge Agreementinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in the Pledged Collateral in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral. The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in the Pledged Collateral in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral. The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The delivery to the Collateral Agent of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The delivery to the Collateral Agent or the Convertible Notes Agent, of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, Security (subject to Permitted LiensLiens arising by operation of law and Liens permitted by Section 8.01(u) of the Credit Agreement). The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Administrative Agent for the benefit of the holders of the Obligations, Secured Parties in the Pledged Collateral. The Subject, in the case of any Pledged Collateral issued by a Foreign Subsidiary of such Pledgor, to applicable Law, (i) delivery of the certificates evidencing such Pledged Collateral to the Collateral Agent of certificates evidencing the Pledged CollateralAdministrative Agent, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Administrative Agent’s security interest in any certificated Pledged Collateral of such Pledgor that constitutes a Security, subject to Permitted Liens. The (ii) filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable such Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest in any uncertificated Pledged Collateral of such Pledgor that constitutes a Security. The , (iii) the filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable such Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest in any Pledged Collateral of such Pledgor that does not constitute a Security. Except , and (iv) except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the security interests granted by the Pledgors such Pledgor under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the holders of the ObligationsLenders, in the Pledged Collateral. The delivery to the Collateral Agent (or its designee) of certificates evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority (subject in priority solely to the Liens in favor of the Working Capital Lender) of the Collateral Agent’s 's security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor or obtaining “"control” " over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject in priority solely to Permitted Liensthe Liens in favor of the Working Capital Lender) of the Collateral Agent’s 's security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject in priority solely to Permitted Liensthe Liens in favor of the Working Capital Lender) of the Collateral Agent’s 's security interest in any Pledged Collateral that does not constitute a Security. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Pledge Agreementinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Administrative Agent for the benefit of the holders of the Obligations, Secured Parties in the Pledged Collateral. The delivery to the Collateral Administrative Agent of certificates evidencing the Pledged CollateralCollateral (to the extent such Pledged Collateral is evidenced by certificates) of such Pledgor, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Collateral Administrative Agent’s security interest in any certificated Pledged Collateral that constitutes a Security, subject to Permitted Liens. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable such Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest in any uncertificated Pledged Collateral of such Pledgor that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable such Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest in any Pledged Collateral of such Pledgor that does not constitute a Security. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the security interests granted by the Pledgors such Pledgor under this Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the ObligationsLenders, in the Pledged Collateral. The delivery to taking possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Collateral, together with duly executed stock powers in respect thereof, Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s 's security interest in any all certificated Pledged Collateral that constitutes a Security, subject to Permitted LiensCapital Stock and such certificates and instruments. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction of organization each Pledgor's formation, the Agent shall have a first priority perfected security interest in all uncertificated Pledged Capital Stock consisting of the applicable Pledgor partnership or obtaining “control” over such limited liability company interests in accordance with the provisions of that do not constitute a security pursuant to Section 8-106 of the UCC will perfect and establish the first priority (subject to Permitted Liens103(c) of the UCC. With respect to any Pledged Collateral Agent’s consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Agent of an agreement granting Control to the Agent over such Pledged Collateral, the Agent shall have a first priority perfected security interest in any uncertificated such Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any Pledged Collateral that does not constitute a SecurityCollateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Pledge Agreementinterest.