Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Holders, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the taking of possession by the Senior Agent of the certificates, if any, representing the Pledged Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second priority of the Collateral Agent's security interest in the Pledged Capital Stock 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 chief executive office, the Collateral Agent shall have a second priority perfected security interest, subject to Permitted Liens, in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Collateral Agent of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second priority perfected security interest in such Pledged Collateral. Except as set 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 favor of the Collateral Administrative Agent, for the benefit of the Holdersholders of the Secured Obligations, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Administrative Agent of the certificates, certificated securities (if any, representing ) evidencing the Pledged Capital Stock Equity and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Administrative Agent's security interest in all the Pledged Capital Stock and Equity 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 UCC financing statements in the appropriate filing office in the location of each the Pledgor's chief executive office’s state of organization, the Collateral Administrative Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in all uncertificated Pledged Capital Stock Equity consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Collateral Administrative Agent of an agreement granting Control “control” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the Collateral Administrative Agent over such Pledged Collateral, the Collateral Administrative Agent shall have a second valid and perfected, first priority perfected security interest in such Pledged Collateral. Except as set forth in this Sectionsection, no action is necessary to perfect or otherwise protect such security interest.. (d)

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

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the HoldersTrustee and the ratable benefit of the holders of the Notes, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Collateral Agent of the certificates, certificates (if any, ) representing the Pledged Capital Stock and the relevant stock transfer forms and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Agent's ’s security interest in the all certificated Pledged Capital Stock and such certificates and instruments and, upon instruments. Upon the filing of UCC financing statements in by the appropriate filing office Pledgor in the location of each Pledgor's chief executive office’s state of organization, the Collateral Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or 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 the Collateral Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second first priority perfected security interest in such Pledged Collateral. Except as set 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 favor of the Collateral Agent, Administrative Agent for the ratable benefit of the HoldersSecured Parties, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Administrative Agent of the certificates, certificates (if any, ) representing the Pledged Capital Stock Equity Interests and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Administrative Agent's ’s security interest in the all certificated Pledged Capital Stock Equity Interests constituting securities and such certificates and instruments andinstruments, upon subject only to the Liens permitted by Section 6.3 of the Credit Agreement. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor's chief executive office’s state of organization, the Collateral Administrative Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in all uncertificated Pledged Capital Stock Equity Interests consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC, subject only to Liens permitted by Section 6.3 of the Credit Agreement. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Securities 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 Collateral Agent applicable issuer of the Uncertificated Security of an agreement granting Control control to the Collateral Administrative Agent over such Pledged Collateral, the Collateral Administrative Agent shall have a second first priority perfected security interest in such Pledged Collateral, subject only to the Liens permitted by Section 6.3 of the Credit Agreement. Except as set forth in this Section, no action is necessary to perfect or otherwise protect such the Administrative Agent’s security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Collateral Agent, Bank for the benefit of the Holders, Bank in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Agent Bank of the certificates, certificates (if any, ) representing the Pledged Capital Stock Collateral and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority (subject to Permitted Liens) of the Collateral Agent's Bank’s security interest in the all certificated Pledged Capital Stock Collateral and such certificates and instruments andinstruments. Each Pledgor is a “registered organization,” as that term is defined in Article 9 of the UCC, upon and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor's chief executive office’s State of organization, the Collateral Agent Bank shall have a second perfected first priority perfected security interest, (subject to Permitted Liens, ) security interest in all uncertificated Pledged Capital Stock Collateral consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Collateral Agent Bank of an agreement granting Control to the Collateral Agent Bank over such Pledged Collateral, the Collateral Agent Bank shall have a second perfected first priority perfected (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set 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 favor of the Collateral Agent, for the ratable benefit of the HoldersSecured Parties, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Collateral Agent of the certificates, certificates or instruments (if any, ) representing the Pledged Capital Stock Collateral and the relevant instruments of transfer and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Agent's ’s security interest in the all Pledged Capital Stock Collateral consisting of Certificated Securities and such certificates and instruments and, upon Instruments. Upon the filing of UCC financing statements in the appropriate filing office by Pledgor in the location of each Pledgor's chief executive office’s state of organization, the Collateral Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in (i) all Pledged Debt not evidenced by an Instrument and (ii) in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Securities under Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or 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 the Collateral Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second first priority perfected security interest in such Pledged Collateral. Except as set 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 Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent, Agent for the benefit of the Holdersholders of the Secured Obligations, in the Pledged CollateralCollateral of such Pledgor. Pursuant The delivery to the 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 Intercreditor Agreement, the taking of possession by the Senior Agent of the certificates, if any, representing the Pledged Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second priority Note Documents) of the Collateral Agent's ’s security interest in the any certificated Pledged Capital Stock and Collateral of such certificates and instruments and, upon the Pledgor that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing office offices in the location jurisdiction of each Pledgor's chief executive office, 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 shall have a second priority perfected Agent’s security interest, subject to Permitted Liens, interest in all any uncertificated Pledged Capital Stock consisting Collateral that constitutes a Security. The filing of partnership or limited liability company interests appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that do does not constitute a Security pursuant to Section 8-103(c) of the UCC. 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 Collateral Agent of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have extent that a second priority perfected security interest in therein may be perfected by such Pledged Collateralfiling. Except as set 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 favor of the Collateral Agent, for the benefit of the HoldersLenders, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Collateral Agent of the certificates, if any, representing the Pledged Capital Stock and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Agent's security interest in the all certificated Pledged Capital Stock and such certificates and instruments and, upon the filing of UCC financing statements in the appropriate filing office in the location of each the Pledgor's chief executive officestate of formation, the Collateral Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Pledgor, the applicable Securities Intermediary and the Collateral Agent of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second first priority perfected security interest in such Pledged Collateral. Except as set 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 favor of the Collateral Agent, for the ratable benefit of the HoldersSecured Parties, in the Pledged Collateral. Pursuant to the terms of the Intercreditor Agreement, the The taking of possession by the Senior Collateral Agent of the certificates, certificates or instruments (if any, ) representing the Pledged Capital Stock Collateral and the relevant instruments of transfer and all other certificates and instruments constituting Pledged Collateral will perfect and establish the second first priority of the Collateral Agent's ’s security interest in the all Pledged Capital Stock Collateral consisting of Certificated Securities and such certificates and instruments and, upon Instruments. Upon the filing of a UCC financing statements statement describing the Pledged Collateral in the appropriate applicable filing office in the location State of each Texas, and the filing of such other documents and/or the taking by Pledgor of such other actions as may be required in Pledgor's chief executive office’s jurisdiction of organization and/or in the jurisdiction of organization of any applicable obligor, issuer, partnership or limited liability company in order to perfect such security interest, the Collateral Agent shall have a second first priority perfected security interest, subject to Permitted Liens, interest in (i) all Pledged Debt not evidenced by an Instrument and (ii) in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute a Security pursuant to Securities under Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security or 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 the Collateral Agent applicable issuer of the Uncertificated Security of an agreement granting Control to the Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second first priority perfected security interest in such Pledged Collateral. Except as set forth in this SectionSection 5(e), no action is necessary to perfect or otherwise protect such the Collateral Agent’s security interest.