Common use of Security Interest/Priority Clause in Contracts

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. 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. 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 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 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 Agent, for the ratable benefit of the holders of Lenders, in the Secured ObligationsPledged 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. 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 the 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 the 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 Domestic Pledge Agreement creates a valid security interest in the Pledged Collateral in favor of the Collateral Administrative Agent for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral of such Pledgor. The delivery to the Collateral Administrative Agent of certificates evidencing the Pledged CollateralCollateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect and establish the first priority (subject to Permitted Liens) of the Collateral Administrative Agent’s security interest in any certificated 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 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 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 of the Collateral Administrative Agent’s security interest in any Pledged Collateral that does not constitute a SecuritySecurity to the extent that a security interest therein may be perfected by such filing. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Domestic Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in the Pledged Collateral in favor of the Collateral Administrative Agent for the ratable benefit of the holders of the Secured Obligations. The delivery to the Collateral Agent of certificates evidencing Parties in the Pledged Collateral. 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 Administrative 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. 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 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 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 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. 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 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 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 certificates, if any, evidencing the Pledged Collateral, together with duly executed stock powers in respect thereof, will perfect and establish the first priority (subject only to Permitted Liens) of the Collateral Agent’s security interest in any certificated 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 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 only 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 only 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)d) and except as may be required by applicable foreign laws affecting the pledge of Capital Stock of the First-Tier Foreign Subsidiaries, 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 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 SecuritySecurity (subject to Liens 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 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 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. 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 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 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 Administrative Agent for the ratable benefit of the holders of Secured Parties in the Secured ObligationsPledged 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. 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 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 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 the Pledged Collateral in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. 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. 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 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 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.