Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour of the Secured Party in the Pledged Collateral. The taking possession by the Secured Party of the share certificates (if any) representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured Party’s security interest in all certificated Pledged Shares and such certificates and instruments, subject only to Permitted Liens. Upon the filing of financing statements in the appropriate Personal Property Registry, the Secured Party will have a perfected first priority security interest in all uncertificated Pledged Shares consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 of the STA, subject only to Permitted Liens. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgor, the applicable Securities Intermediary and the Secured Party of an agreement granting Control to the Secured Party over such Pledged Collateral, the Secured Party will have a perfected first priority security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Bank for the benefit of the Bank in the Pledged Collateral. The taking possession by the Secured Party Bank of the share certificates (if any) representing the Pledged Shares Collateral and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Secured PartyBank’s security interest in all certificated Pledged Shares Collateral and such certificates and instruments. Pledgor is a “registered organization”, subject only to Permitted Liensas that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of Pledgor’s State of organization, the Secured Party will Bank shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Shares Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgor, the applicable Securities Intermediary and the Secured Party Bank of an agreement granting Control to the Secured Party Bank over such Pledged Collateral, the Secured Party will Bank shall have a perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid legal, valid, and enforceable security interest in favour favor of the Secured Party Pledgees in the Pledged Collateral. The taking possession by the Secured Party Pledgees of the share certificates (certificates, if any) , representing the Pledged Shares Securities and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured Party’s Pledgees’ security interest in all certificated Pledged Shares Securities and such certificates and instruments. If applicable, subject only to Permitted Liens. Upon the filing of UCC financing statements in the appropriate Personal Property Registry, State of Delaware and any other applicable states will result in the Secured Party will have Pledgees receiving a priority perfected first priority security interest in all uncertificated Pledged Shares pledged Uncertificated Securities consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Securities Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Pledgees and the applicable Securities Intermediary and or the Secured Party applicable issuer of the Uncertificated Security of an agreement granting Control control to the Secured Party Pledgees over such Pledged Collateral, the Secured Party will Pledgees shall have a priority perfected first priority security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such the Pledgees’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Collateral Agent, for the benefit of the Lenders, in the Pledged Collateral. The taking of possession by the Secured Party Collateral Agent of the share certificates (certificates, if any) , representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured Party’s Collateral Agent's security interest in all certificated the Pledged Shares Capital Stock and such certificates and instrumentsinstruments and, subject only to Permitted Liens. Upon upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of each Pledgor's chief executive office, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Secured Party Collateral Agent of an agreement granting Control to the Secured Party Collateral Agent over such Pledged Collateral, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Collateral Agent, for the benefit of the Trustee and the ratable benefit of the holders of the Notes, in the Pledged Collateral. The taking of possession by the Secured Party Collateral Agent of the share certificates (if any) representing the Pledged Shares Capital Stock and the relevant stock transfer forms and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured PartyCollateral Agent’s security interest in all certificated Pledged Shares Capital Stock and such certificates and instruments, subject only to Permitted Liens. Upon the filing of financing statements in the appropriate Personal Property Registry, the Secured Party will The Collateral Agent shall have a perfected first priority perfected security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only UCC upon the filing by Pledgor of such financing statements or other documents and/or taking by Pledgor of such other actions as may be required in Pledgor’s jurisdiction of organization and/or in the jurisdiction of organization of such partnership or limited liability company in order to Permitted Liensperfect such security interest. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Securities Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the Pledgor, the Collateral Agent and the applicable Securities Intermediary and or the Secured Party applicable issuer of the Uncertificated Security of an agreement granting Control to the Secured Party Collateral Agent over such Pledged Collateral, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this SectionSection 5(e), no action is necessary to perfect or otherwise protect such the Collateral Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Agent for the benefit of the Agent and the Lenders, in the Pledged Collateral. The taking possession by the Secured Party Agent of the share certificates (if any) representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Secured Party’s Agent's security interest in all certificated Pledged Shares Capital Stock and such certificates and instruments. Each Pledgor is a "registered organization", subject only to Permitted Liensas that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of each Pledgor's State of organization, the Secured Party will Agent shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Secured Party Agent of an agreement granting Control to the Secured Party Agent over such Pledged Collateral, the Secured Party will Agent shall have a perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Purchaser Agent, for the benefit of the Secured Party Parties, in the Pledged Collateral. The taking possession Collateral of such Grantor and, when properly perfected by the Secured Party of the share certificates (if any) representing the Pledged Shares filing, shall constitute a valid and all other certificates and instruments constituting Pledged Collateral will perfect and establish the perfected, first priority of the Secured Party’s (subject to Permitted Priority Liens) security interest in all certificated Pledged Shares and such certificates and instruments, subject only to Permitted Liens. Upon the filing of financing statements in the appropriate Personal Property Registry, the Secured Party will have a perfected first priority security interest in Collateral (including all uncertificated Pledged Shares 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 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 12 file a financing statement, except to perfect Permitted Liens. The taking of possession by the Purchaser Agent of the STA, subject only to Permitted Lienscertificated 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 Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgorapplicable Grantor, the applicable depository institution or Securities Intermediary and the Secured Party Purchaser Agent of an agreement granting a Control Agreement to the Secured Party over such Pledged Collateralextent required under the Purchase Agreement, the Secured Party will Purchaser Agent shall have a perfected valid and perfected, first priority security interest in such Pledged Collateral, subject only to Permitted Priority Liens. Except as set out in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favour favor of the Collateral Agent for the benefit of the holders of the Secured Party Obligations, in the Pledged CollateralCollateral of such Pledgor. The taking possession by delivery to the Secured Party Collateral Agent of certificates evidencing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect and establish the first priority (subject to Liens permitted pursuant to the terms of the share certificates (if anyNote Documents) representing of the Pledged Shares and all other certificates and instruments constituting Collateral Agent’s security interest in any certificated Pledged Collateral of such Pledgor that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of such Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority (subject to Liens permitted pursuant to the terms of the Note Documents) of the Collateral Agent’s security interest in any uncertificated Pledged Collateral that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Secured PartyCollateral Agent’s security interest in all certificated any Pledged Shares and such certificates and instruments, subject only to Permitted Liens. Upon the filing of financing statements in the appropriate Personal Property Registry, the Secured Party will have a perfected first priority security interest in all uncertificated Pledged Shares consisting of partnership or limited liability company interests Collateral that do does not constitute a Security pursuant to Section 12 of the STA, subject only to Permitted Liens. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgor, the applicable Securities Intermediary and the Secured Party of an agreement granting Control to the Secured Party over such Pledged Collateral, the Secured Party will have extent that a perfected first priority security interest in therein may be perfected by such Pledged Collateral, subject only to Permitted Liensfiling. Except as set out forth in this Sectionsubsection (e), no action is necessary to perfect or otherwise protect such the security interestinterests granted by the Pledgors under this Domestic Pledge Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Collateral Agent, for the benefit of the Lenders, in the Pledged Collateral. The taking possession by the Secured Party Collateral Agent of the share certificates (certificates, if any) , representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured Party’s Collateral Agent's security interest in all certificated Pledged Shares Capital Stock and such certificates and instrumentsinstruments and, subject only to Permitted Liens. Upon upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of each Pledgor's state of formation, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Secured Party Collateral Agent of an agreement granting Control to the Secured Party Collateral Agent over such Pledged Collateral, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this SectionSection 5(e), no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Agent for the ratable benefit of the Lenders, in the Pledged Collateral. The taking possession by the Secured Party Agent of the share certificates (if any) representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured PartyAgent’s security interest in all certificated Pledged Shares Capital Stock and such certificates and instruments, subject only to Permitted Liens. Upon the filing of UCC financing statements in the appropriate Personal Property Registrylocation of each Pledgor’s State of organization, the Secured Party will Agent shall have a perfected valid first priority perfected security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Securities Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Agent and the applicable Securities Intermediary and or the Secured Party applicable issuer of the Uncertificated Security of an agreement granting Control to the Secured Party Agent over such Pledged Collateral, the Secured Party will Agent shall have a perfected valid first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such the Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Bank for the benefit of the Bank in the Pledged Collateral. The taking possession by the Secured Party Bank of the share certificates (if any) representing the Pledged Shares Collateral and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Secured PartyBank’s security interest in all certificated Pledged Shares Collateral and such certificates and instruments. Each Pledgor is a “registered organization,” as that term is defined in Article 9 of the UCC, subject only to Permitted Liensand its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of each Pledgor’s State of organization, the Secured Party will Bank shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Shares Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Secured Party Bank of an agreement granting Control to the Secured Party Bank over such Pledged Collateral, the Secured Party will Bank shall have a perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Collateral Agent for the ratable benefit of the holders of the Secured Party Obligations, in the Pledged Collateral. The taking possession by the Secured Party Collateral Agent of the share certificates (if any) representing the Pledged Shares Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and instruments Instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured PartyCollateral Agent’s security interest in all such certificated Pledged Shares Capital Stock, Pledged Debt and such certificates and instruments, subject only to Permitted LiensInstruments. Upon the filing of UCC financing statements in the appropriate Personal Property Registrylocation of each Pledgor’s state of organization, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Securities Security Entitlement or any Pledged collateral held in a Securities Account, upon execution and delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary and or issuer of the Secured Party Uncertificated Security of an agreement granting Control control to the Secured Party Collateral Agent over such Pledged Collateral, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such the Collateral Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Agent for the benefit of the Agent and the Lenders, in the Pledged Collateral. The taking possession by the Secured Party Agent of the share certificates (if any) representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Secured PartyAgent’s security interest in all certificated Pledged Shares Capital Stock and such certificates and instruments. Each Pledgor is a “registered organization”, subject only to Permitted Liensas that term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of each Pledgor’s State of organization, the Secured Party will Agent shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Secured Party Agent of an agreement granting Control to the Secured Party Agent over such Pledged Collateral, the Secured Party will Agent shall have a perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favour favor of the Secured Party Collateral Agent, for the benefit of the Lenders, in the Pledged Collateral. The taking possession by the Secured Party Collateral Agent of the share certificates (certificates, if any) , representing the Pledged Shares Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Secured Party’s Collateral Agent's security interest in all certificated Pledged Shares Capital Stock and such certificates and instrumentsinstruments and, subject only to Permitted Liens. Upon upon the filing of UCC financing statements in the appropriate Personal Property Registryfiling office in the location of the Pledgor's state of formation, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in all uncertificated Pledged Shares Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security security pursuant to Section 12 8-103(c) of the STA, subject only to Permitted LiensUCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgor, the applicable Securities Intermediary and the Secured Party Collateral Agent of an agreement granting Control to the Secured Party Collateral Agent over such Pledged Collateral, the Secured Party will Collateral Agent shall have a perfected first priority perfected security interest in such Pledged Collateral, subject only to Permitted Liens. Except as set out forth in this SectionSection 5(e), no action is necessary to perfect or otherwise protect such security interest.