Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged 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. With respect to any Pledged Collateral consisting of a Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except , it being understood that no such control agreement is required to be executed or delivered by any Obligor except as set forth provided in this Section 5(e4(a), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesLenders, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formationorganization, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent and the applicable Securities Intermediary and or the Administrative Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each the Administrative Agent’s security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing under the UCC, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Encumbrances. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Encumbrances. The taking of possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary Collateral subject to perfect or otherwise protect each security interest granted herebyPermitted Encumbrances.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject to Permitted Liens) security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable depositary or Securities Intermediary Intermediary, as the case may be, and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Pledged Collateral. The taking possession Collateral of such Obligor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a Securities but excluding any Deposit Account for which no deposit account control agreement has been obtained), to the extent such security pursuant to Section 8-103(c) interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Collateral Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Collateral Agent of an agreement granting Control control to the Administrative Collateral Agent over such Pledged Collateral, the Administrative Collateral Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of organization or formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 or a Security Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent, and the applicable Securities Intermediary and or the Administrative Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each such security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative AgentLender, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Lender of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesLenders, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of formationorganization, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent and the applicable Securities Intermediary and or the Administrative Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each the Administrative Agent’s security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any currently effective agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state State of organization or formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 or a Security Securities Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent, and the applicable Securities Intermediary and or the Administrative Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each such security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject to Permitted Liens) security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Collateral Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account or Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Collateral Agent of an agreement granting Control control to the Administrative Collateral Agent over such Pledged Collateral, the Administrative Collateral Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e(b), no action is necessary to perfect or otherwise protect each security interest granted hereby

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Entitlement Deposit Account, Securities entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of each Grantor and, upon the filing of appropriately completed UCC financing statements in the appropriate filing office of the jurisdiction of formation of such Grantor, such security interest shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests (if any) that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Collateral Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Liens expressly permitted by Section 7.01 of the Credit Agreement, and no such Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement covering the Collateral, other than this Agreement. The taking of possession by the Administrative Agent of the certificates, if any, representing certificated securities evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments andInstruments, upon to the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected extent such security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of can be perfected and such priority can be established under the UCC. With respect to any Pledged Collateral consisting of a Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral (if any) will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Entitlement Deposit Account, Securities entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent Collateral of the certificates, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments Grantor and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formationwhen properly perfected by filing, the Administrative Agent shall have constitute a first priority valid and perfected security interest (having the priority set forth in the Intercreditor Agreements) in such Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Administrative Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect the Administrative Agent’s security interest in (with the priority set forth in the Intercreditor Agreements) all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority valid and perfected security interest in such Pledged Collateral. Except as (having the priority set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted herebythe Intercreditor Agreements) in such Collateral.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent Collateral of the certificates, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments Grantor and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formationwhen properly perfected by filing, the Administrative Agent shall have constitute a first priority valid and perfected security interest (having the priority set forth in the Intercreditor Agreements) in such Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect the Agent’s security interest in (with the priority set forth in the Intercreditor Agreements) all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority valid and perfected security interest in such Pledged Collateral. Except as (having the priority set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted herebythe Intercreditor Agreements) in such Collateral.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Bank or Securities Intermediary Intermediary, and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected, first priority (subject to Liens permitted by Section 7.01 of the Credit Agreement) security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby[Hain] Security and Pledge Agreement #66940863

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender in the Pledged Collateral. The taking possession Collateral of such Obligor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a Securities), to the extent such security pursuant to Section 8-103(c) interest can be perfected by filing under the UCC, free and clear of all liens except for liens permitted by the Loan Agreement. The taking possession by the Lender of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in the Collateral (including all uncertificated Pledged CollateralEquity that does not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The (i) taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates Instruments and instruments and(ii) execution by the applicable Issuer (other than MediaXstream, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formationLLC), the Administrative Agent shall have a and Grantors of the Pledge Registration and Control Agreement attached hereto as Exhibit 1 will perfect by control (as such term is used in Articles 8 and 9 of the UCC) and, where applicable, establish the first priority perfected of Administrative Agent’s security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCwhich constitutes uncertificated securities. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting a Deposit Account Control to the Administrative Agent over such Pledged CollateralAgreement or Securities Account Control Agreement, as applicable, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender in the Pledged Collateral. The taking possession by the Administrative Agent Collateral of the certificates, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments Obligor and, upon the when properly perfected by filing of UCC financing statements statement(s) in the appropriate filing office in the location of each Pledgor’s state of formationoffices, the Administrative Agent shall have constitute a valid and perfected, first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a Securities), to the extent such security pursuant to Section 8-103(c) interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking of possession by the Lender of the UCCcertificated Securities (if any) constituting the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated Securities and such Instruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor (if any), the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(eCollateral (subject to Permitted Liens), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except, in the case of all Collateral other than the Pledged Equity, for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary or depository institution, as applicable, and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest (subject to Permitted Liens) in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party to file a financing statement, other than in respect of Permitted Liens. The taking possession by the Administrative Agent of the certificates, Certificated Securities (if any, representing ) evidencing the Pledged Equity Interests (together with stock powers related thereto indorsed in blank) and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary or depository bank, as applicable, and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect consensual Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary or depository bank and the Administrative Agent of an agreement granting a Qualifying Control to the Administrative Agent over such Pledged CollateralAgreement, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except Collateral (subject to Permitted Liens arising as set forth in this Section 5(ea matter of Law), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Collateral Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account or Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Collateral Agent of an agreement granting Control control to the Administrative Collateral Agent over such Pledged Collateral, the Administrative Collateral Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates, Certificated Securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests and evidenced by such certificates and instruments and, upon Certificated Securities (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 a UCC financing statements in statement with the appropriate filing office in the location secretary of each state of Pledgor’s state of formationorganization describing the Pledged Equity as the collateral covered thereby, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 a Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control “control” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)section, no action is necessary to perfect or otherwise protect each such security interest granted herebyinterest. CHAR1\1462947v8

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative AgentLender, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s (subject only to Permitted Liens that by their nature may have priority) security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(cperfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have priority) of the UCCLender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor and, when properly perfected by filing of a UCC financing statement, shall constitute a valid, perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing a financing statement under the UCC, free and clear of all Liens except for Permitted Liens. The taking of possession by the Administrative Agent of the certificatesany Instrument, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral negotiable Document or Tangible Chattel Paper of such Grantor will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments andInstruments, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership negotiable Documents or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCTangible Chattel Paper. With respect to any Pledged Collateral of such Grantor consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgorsuch Grantor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary subject to perfect or otherwise protect each security interest granted herebyPermitted Liens.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state 's State of organization or formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 uncertificated Securities or a Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary or issuer and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each such security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, to the extent such security interest can be perfected by filing under the UCC, when properly perfected by filing shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities AccountAccount not maintained with the Administrative Agent, upon execution and delivery by the applicable PledgorObligor, the Administrative Agent and the applicable bank with which the Deposit Account is maintained or the applicable Securities Intermediary and the Administrative Agent with respect to which a Security Entitlement or Securities Account is maintained of an agreement granting Control control (within the meaning of such term under Section 9-104 or Section 9-106, as applicable, under the applicable Uniform Commercial Code) to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Lender of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged CollateralEquity that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority valid and perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted herebyfree and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by making the filings set forth in Section 4(d) hereof, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a security pursuant financing statement, except to Section 8-103(c) perfect Permitted Liens. The taking possession by the Collateral Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Collateral Agent over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority valid and perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted herebyfree and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking possession Collateral of such Obligor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a Securities), to the extent such security pursuant to Section 8-103(c) interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by Administrative Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates, Certificated Securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests and evidenced by such certificates and instruments and, upon Certificated Securities (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 a UCC financing statements in statement with the appropriate filing office in the location secretary of state of each Pledgor’s state of formationorganization describing the Pledged Equity as the collateral covered thereby, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 a Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable each Pledgor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control “control” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)section, no action is necessary to perfect or otherwise protect each such security interest granted herebyinterest. (d)

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative AgentLender, for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking possession Collateral of such Obligor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a Securities), to the extent such security pursuant to Section 8-103(c) interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Lender of the UCCcertificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Purchaser Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent of the certificatesfiling, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s (subject to Permitted Priority Liens) security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing a security pursuant financing statement under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to Section 8-103(c) file a financing statement, except to perfect Permitted Liens. The taking of possession by the Purchaser Agent of the UCCcertificated securities (if any) evidencing the Pledged Equity and any other Instruments constituting Collateral will perfect and establish the first priority of the Purchaser Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable depository institution or Securities Intermediary and the Administrative Purchaser Agent of an agreement granting a Control Agreement to the Administrative Agent over such Pledged Collateralextent required under the Purchase Agreement, the Administrative Purchaser Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary subject to perfect or otherwise protect each security interest granted herebyPermitted Priority Liens.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent Agent’s Control of the certificates, Certificated Securities (if any, representing ) evidencing the Pledged Equity Interests and possession of all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such Certificated Securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Depository Bank or Securities Intermediary Intermediary, as applicable, and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged CollateralCollateral (a “Deposit Account Control Agreement” or “Securities Account Control Agreement”, as applicable), in each case in form and substance reasonably satisfactory to the Administrative Agent, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest, except Permitted Liens that would be prior to Liens in favor of the Administrative Agent as a matter of law, in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary subject to perfect or otherwise protect each security interest granted herebyPermitted Liens.

Security Interest/Priority. This Pledge Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Administrative Agent filing of a UCC financing statement or other evidence of the certificatesinterests granted herein with appropriate Governmental Authorities, shall constitute a valid, perfected, first priority (subject only to the Liens on the Permitted Senior Revolving Credit Priority Collateral in favor of the Permitted Senior Revolving Credit Lender, if any, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority Liens permitted under Section 8.01(i) of the Administrative Agent’s Credit Agreement) security interest in all certificated Pledged Equity Interests and such certificates and instruments andCollateral, upon to the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected extent such security interest in can be perfected by filing a financing statement under the UCC or other evidence, free and clear of all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCLiens except for Permitted Liens. With respect to any Pledged Collateral (excluding any Excluded Accounts) consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesLenders, in the Pledged Collateral. The taking possession by the Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Equity Interests Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated Pledged Equity Interests Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s 's state of formationorganization, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests 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 or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Administrative Agent and the applicable Securities Intermediary and or the Administrative Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e)Section, no action is necessary to perfect or otherwise protect each the Administrative Agent's security interest granted herebyinterest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in favor of the Administrative Agent in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by such filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests Equity, endorsed or assigned in blank or in favor of the Administrative Agent, and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s 's security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens, in which case the priority of the Administrative Agent, for the benefit of the Secured Parties, shall be of a second priority security interest. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such Certificated Securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by filing a financing statement in the Administrative Agent of the certificatesapplicable jurisdiction, if anyshall constitute a valid and perfected, representing the Pledged Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in Collateral (including all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing a security pursuant financing statement in such jurisdiction under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder, other than the Lender, to Section 8-103(c) file a financing statement, except to perfect Permitted Liens. Upon Lender taking possession of the UCCcertificated securities (if any) evidencing the Pledged Equity and of all other Instruments constituting Collateral, Lender will have a perfected first priority security interest (subject only to Permitted Liens) in all the Pledged Equity evidenced by such certificated securities and in such Instruments. With respect to any Pledged Collateral consisting of a Security Deposit Account or Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary or depositary bank and the Administrative Agent Lender of an agreement granting Control control to the Administrative Agent Lender over such Pledged Collateral, the Administrative Agent Lender shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(eCollateral (subject only to Permitted Liens), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing in the appropriate offices against such Obligor, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates Instruments and, when properly perfected by filing, registration or control, in all other Pledged Equity and instruments andsecuring the Secured Obligations. Except as set forth in this Section 3(f)(ii), upon the filing of UCC financing statements no action is necessary to perfect in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated such Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCEquity. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control to the Administrative Agent over the applicable Obligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject to Permitted Liens) security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, if any, representing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens and the rights of a collecting bank or payor bank, if applicable) of the Administrative Agent’s security interest in all certificated Pledged Equity Interests and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected (subject to Permitted Liens and the rights of the applicable depository bank or securities intermediary with respect thereto) security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, in the Collateral of the Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged CollateralEquity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorObligor, the applicable depository bank or Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of the Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. The Grantor has not authenticated any agreement authorizing any secured party thereunder to file a financing statement in the Collateral, except to perfect Permitted Liens. The taking possession by the Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Equity Interests and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all certificated the Pledged Equity Interests evidenced by such certificated securities and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor’s state of formation, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute a security pursuant to Section 8-103(c) of the UCCInstruments. With respect to any Pledged Collateral consisting of a Security Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable PledgorGrantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting Control control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect each security interest granted hereby.