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 of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 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 representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 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 representing the Pledged Shares 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 the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Collateral Agent for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession possession, in the State of New York, by the Administrative Collateral Agent of the certificates representing the Pledged Shares Shares, to the extent constituting Securities, and all other certificates and instruments constituting Pledged Collateral Collateral, will perfect and establish the first priority of the Administrative Collateral Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e)) hereof, 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 Administrative Agent for the benefit of the Secured Parties, Noteholder in the Pledged Collateral. The taking of possession by the Administrative Agent Noteholder of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative AgentNoteholder’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, and in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interestinterest in the Pledged Shares and Pledged Collateral represented by certificates.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Collateral Agent for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession by the Administrative Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries Subsidiaries, subject only to Permitted Liens, and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 is effective to create in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the holders of the Secured PartiesObligations, a legal, valid and enforceable security interest in the Pledged Collateral. The , and the taking of possession by the Administrative Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Collateral Agent for the benefit of the Secured PartiesCreditors, in the Pledged CollateralCollateral owned by such Pledgor. The taking of possession by the Administrative Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Senior Secured Obligations. Except as set forth in this Section 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 Administrative Collateral Agent for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession by the Administrative Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent Collateral Agent, for the benefit of the Secured PartiesLenders, in the Pledged Collateral. The taking of possession by the Administrative Collateral Agent of the certificates certificates, endorsed in blank or endorsed to the Collateral Agent, representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Pledgor Obligations. Except as set forth in this Section 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 Administrative Agent Agent, for the benefit of the Secured PartiesLenders, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares Shares, Pledged Membership Interests and Pledged Partnership Interests and all other certificates and instruments constituting Pledged Collateral and the filing or registration with the appropriate governmental office with respect thereto will perfect and establish the first priority of the Administrative Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries Shares, Pledged Membership Interests and Pledged Partnership Interests and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares Shares, Pledged Membership Interests and Pledged Partnership Interests and instruments securing the Secured Pledgor Obligations. Except as set forth in this Section 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 Domestic Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Domestic Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Domestic Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent Collateral Agent, for the benefit of the holders of the Secured PartiesObligations, in the Pledged Collateral. The taking of possession by the Administrative Collateral Agent of the certificates 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 Administrative Collateral Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent for the benefit of the Secured PartiesCreditors, in the Pledged CollateralCollateral owned by such Pledgor. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Administrative Collateral Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Collateral Agent’s 's security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing filing, registration 5 135 or registrationotherwise pursuant to the applicable laws of all relevant jurisdictions, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Pledgor Obligations. Except as set forth in this Section 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 Administrative Agent Agent, for the benefit of the Secured PartiesLenders, in the Pledged CollateralCollateral of such Pledgor. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares of such Pledgor and all other certificates and instruments constituting Pledged Collateral of such Pledgor will perfect and establish the first priority of the Administrative Agent’s 's security interest interest, for the benefit of the Lenders, in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, such Pledgor and in all other Pledged Collateral of such Pledgor represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 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 Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates 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 Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligationsissued by a Domestic Subsidiary. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest.