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 ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt and such certificates and Instruments. Upon the filing of UCC financing statements in the location of each Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of the Uncertificated Security of an agreement granting control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Administrative Agent for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral. The taking possession by the Collateral Administrative Agent of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt Equity Interests and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Administrative Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt Equity Interests constituting securities and such certificates and Instrumentsinstruments, subject only to the Liens permitted by Section 6.3 of the Credit Agreement. Upon the filing of UCC financing statements in the location of each Pledgor’s state of organization, the Collateral Administrative Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock Equity Interests consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC, subject only to Liens permitted by Section 6.3 of the Credit Agreement. With respect to any Pledged Collateral consisting of an Uncertificated Security, Security or a Security Entitlement or any Pledged collateral Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Administrative Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control to the Collateral Administrative Agent over such Pledged Collateral, the Collateral Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liensthe Liens permitted by Section 6.3 of the Credit Agreement. Except as set forth in this Section, no action is necessary to perfect the Collateral Administrative Agent’s security interest.

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 Agent and the Secured ObligationsLenders, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s 's security interest in all such certificated Pledged Capital Stock, Pledged Debt Stock and such certificates and Instrumentsinstruments. Each Pledgor is a "registered organization", as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state 's State of organization, the Collateral Agent shall have a perfected first priority perfected (subject to Permitted Liens) security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Agent of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a perfected first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsHolders, in the Pledged Collateral. The Pursuant to the terms of the Intercreditor Agreement, the taking of possession by the Collateral Senior Agent of the certificates (certificates, if any) , representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first second priority of the Collateral Agent’s 's security interest in all such certificated the Pledged Capital Stock, Pledged Debt Stock and such certificates and Instruments. Upon instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of organization's chief executive office, the Collateral Agent shall have a first second priority perfected security interest interest, subject to Permitted Liens, in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Collateral Agent of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first second priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Bank for the ratable benefit of the holders of the Secured Obligations, Bank in the Pledged Collateral. The taking possession by the Collateral Agent Bank of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt Collateral and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Collateral AgentBank’s security interest in all such certificated Pledged Capital Stock, Pledged Debt Collateral and such certificates and Instrumentsinstruments. Each Pledgor is a "registered organization", as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of organization, the Collateral Agent Bank shall have a perfected first priority perfected (subject to Permitted Liens) security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Bank of an agreement granting control Control to the Collateral Agent Bank over such Pledged Collateral, the Collateral Agent Bank shall have a perfected first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the Trustee and the ratable benefit of the holders of the Secured ObligationsNotes, in the Pledged Collateral. The taking of possession by the Collateral Agent of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt relevant stock transfer forms and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt Stock and such certificates and Instrumentsinstruments. Upon the filing of UCC financing statements by the Pledgor in the location of each Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, Security or a Security Entitlement or any Pledged collateral Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this SectionSection 5(e), no action is necessary to perfect the Collateral Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates (certificates, if any) , representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s 's security interest in all such certificated Pledged Capital Stock, Pledged Debt Stock and such certificates and Instruments. Upon instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each the Pledgor’s 's state of organizationformation, the Collateral Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Collateral Agent of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this SectionSection 5(e), no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Bank for the ratable benefit of the holders of the Secured Obligations, Bank in the Pledged Collateral. The taking possession by the Collateral Agent Bank of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt Collateral and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Collateral AgentBank’s security interest in all such certificated Pledged Capital Stock, Pledged Debt Collateral and such certificates and Instrumentsinstruments. Each Pledgor is a “registered organization,” as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of organization, the Collateral Agent Bank shall have a perfected first priority perfected (subject to Permitted Liens) security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Bank of an agreement granting control Control to the Collateral Agent Bank over such Pledged Collateral, the Collateral Agent Bank shall have a perfected first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral. The taking of possession by the Collateral Agent of the certificates or instruments (if any) representing the Pledged Capital Stock Collateral and the Instruments (if any) representing the Pledged Debt relevant instruments of transfer and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt and such certificates Collateral consisting of Certificated Securities and Instruments. Upon the filing of UCC financing statements by Pledgor in the location of each Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security interest in (i) all Pledged Debt not evidenced by an Instrument and (ii) in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Securities under Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, Security or a Security Entitlement or any Pledged collateral Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this SectionSection 5(e), no action is necessary to perfect the Collateral Agent’s security interest.

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 Agent and the Secured ObligationsLenders, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates (if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt Stock and such certificates and Instrumentsinstruments. Each Pledgor is a “registered organization”, as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of organization, the Collateral Agent shall have a perfected first priority perfected (subject to Permitted Liens) security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Agent of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a perfected first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates (certificates, if any) , representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Agent’s 's security interest in all such certificated Pledged Capital Stock, Pledged Debt Stock and such certificates and Instruments. Upon instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s 's state of organizationformation, the Collateral Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Securities Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Collateral Agent of an agreement granting control Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this SectionSection 5(e), no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking of possession by the Collateral Administrative Agent of the certificates certificated securities (if any) representing evidencing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt Equity and all other certificates and Instruments instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral Administrative Agent’s 's security interest in all the Pledged Equity evidenced by such certificated Pledged Capital Stock, Pledged Debt and such certificates and Instrumentssecurities (so long as the Administrative Agent takes possession thereof without knowledge that its security interest therein violates the rights of another secured party). Upon the filing of UCC financing statements in the location of each the Pledgor’s state of organization, the Collateral Administrative Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock Equity consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of and the Uncertificated Security Administrative Agent of an agreement granting control “control” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the Collateral Administrative Agent over such Pledged Collateral, the Collateral Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Sectionsection, no action is necessary to perfect the Collateral Agent’s or otherwise protect such security interest.