Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral of such Pledgor. 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 Note Documents) of the 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 Collateral Agent’s security interest in any Pledged Collateral that does not constitute a Security to the extent that a security interest therein may be perfected by such filing. Except as set forth in this subsection (e), no action is necessary to perfect the security interests granted by the Pledgors under this Domestic Pledge Agreement.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect Capital Stock and establish the first priority Instruments (subject to Liens permitted pursuant to if any) representing the terms of the Note Documents) of the Collateral Agent’s security interest in any certificated Pledged Debt and all other certificates and Instruments constituting 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 Collateral Agent’s security interest in any all such certificated Pledged Capital Stock, Pledged Debt and such certificates and Instruments. Upon the filing of UCC financing statements in the location of each Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security 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 does 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 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 or issuer of the Uncertificated Security of an agreement granting control to the extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral, subject to Permitted Liens. Except as set forth in this subsection (e)Section, no action is necessary to perfect the Collateral Agent’s security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Bank for the benefit of the holders of the Secured Obligations, Bank in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent Bank of the certificates evidencing (if any) representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral AgentBank’s security interest in any all certificated Pledged Collateral and such certificates and instruments. Each Pledgor is a “registered organization,” as that term is defined in Article 9 of such Pledgor that constitutes a Securitythe UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction location of organization each Pledgor’s State of such Pledgor or obtaining “control” over such interests in accordance with organization, the provisions of Section 8-106 of the UCC will perfect and establish the Bank shall have a perfected first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral Agent’s security interest in any all uncertificated Pledged Collateral consisting of partnership or limited liability company interests that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that does 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 Bank of an agreement granting Control to the extent that Bank over such Pledged Collateral, the Bank shall have a perfected first priority (subject to Permitted Liens) security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the holders of the Secured ObligationsHolders, in the Pledged Collateral of such PledgorCollateral. The delivery Pursuant to the Collateral terms of the Intercreditor Agreement, the taking of possession by the Senior Agent of certificates evidencing the certificates, if any, representing the Pledged Capital Stock and all other certificates and instruments constituting Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect and establish the first second priority (subject to Liens permitted pursuant to the terms of the Note Documents) of the Collateral Agent’s 's security interest in any certificated the Pledged Collateral of Capital Stock and such Pledgor that constitutes a Security. The certificates and instruments and, upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction location of organization of such Pledgor or obtaining “control” over such interests in accordance with each Pledgor's chief executive office, the provisions of Section 8-106 of the UCC will perfect and establish the first Collateral Agent shall have a second priority (perfected security interest, subject to Liens permitted pursuant to the terms of the Note Documents) of the Collateral Agent’s security interest Permitted Liens, in any all uncertificated Pledged Collateral Capital Stock consisting of partnership or limited liability company interests that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that does 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 extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a second priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral of such PledgorCollateral. The delivery to taking of possession by the Collateral Agent of the certificates evidencing or instruments (if any) representing the Pledged Collateral and the relevant instruments of such Pledgor, together with duly executed stock powers in respect thereof, will perfect transfer 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 certificated all other certificates and instruments constituting 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 Collateral Agent’s security interest in all Pledged Collateral consisting of Certificated Securities and Instruments. Upon the filing of a UCC financing statement describing the Pledged Collateral in the applicable filing office in the State of 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 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 first priority perfected security interest in (i) all Pledged Debt not evidenced by an Instrument and (ii) in all Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute Securities under Section 8-103(c) of the UCC. With respect to any Pledged Collateral that does not constitute consisting of an Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by Pledgor, the Collateral Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting Control to the extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the Collateral Agent’s security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral of such PledgorCollateral. The delivery to taking of possession by the Collateral Agent of the certificates evidencing or instruments (if any) representing the Pledged Collateral and the relevant instruments of such Pledgor, together with duly executed stock powers in respect thereof, will perfect transfer 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 certificated all other certificates and instruments constituting 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 Collateral Agent’s security interest in all Pledged Collateral consisting of Certificated Securities and Instruments. Upon the filing of UCC financing statements by Pledgor in the location of Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security interest in (i) all Pledged Debt not evidenced by an Instrument and (ii) in all Pledged Capital Stock consisting of partnership or limited liability company interests that do not constitute Securities under Section 8-103(c) of the UCC. With respect to any Pledged Collateral that does not constitute consisting of an Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by Pledgor, the Collateral Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting Control to the extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the Collateral Agent’s security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of Agent and the Secured ObligationsLenders, in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Capital Stock and all other certificates and instruments constituting 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 Note DocumentsPermitted Liens) of the Collateral Agent’s security interest in any all certificated Pledged Collateral Capital Stock and such certificates and instruments. Each Pledgor is a “registered organization”, as that term is defined in Article 9 of such Pledgor that constitutes a Securitythe UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction location of organization each Pledgor’s State of such Pledgor or obtaining “control” over such interests in accordance with organization, the provisions of Section 8-106 of the UCC will perfect and establish the Agent shall have a perfected first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral Agent’s security interest in any all uncertificated Pledged Collateral Capital Stock consisting of partnership or limited liability company interests that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that does 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 Agent of an agreement granting Control to the extent that Agent over such Pledged Collateral, the Agent shall have a perfected first priority (subject to Permitted Liens) security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the holders of the Secured ObligationsLenders, in the Pledged Collateral of such PledgorCollateral. The delivery to taking of possession by the Collateral Agent of certificates evidencing the certificates, if any, representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect Capital Stock 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 certificated all other certificates and instruments constituting 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 Collateral Agent’s 's security interest in any 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 first priority perfected security interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that does 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 extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the holders of the Secured ObligationsLenders, in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent of certificates evidencing the certificates, if any, representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect Capital Stock 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 certificated all other certificates and instruments constituting 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 Collateral Agent’s 's security interest in 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 the Pledgor's state of formation, the Collateral Agent shall have a first priority perfected 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 that does not constitute consisting of a Security Securities Entitlement or held in a Securities Account, upon execution and delivery by the Pledgor, the applicable Securities Intermediary and the Collateral Agent of an agreement granting Control to the extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the benefit of the holders of Agent and the Secured ObligationsLenders, in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Capital Stock and all other certificates and instruments constituting 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 Note DocumentsPermitted Liens) of the Collateral Agent’s 's security interest in any all certificated Pledged Collateral Capital Stock and such certificates and instruments. Each Pledgor is a "registered organization", as that term is defined in Article 9 of such Pledgor that constitutes a Securitythe UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction location of organization each Pledgor's State of such Pledgor or obtaining “control” over such interests in accordance with organization, the provisions of Section 8-106 of the UCC will perfect and establish the Agent shall have a perfected first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral Agent’s security interest in any all uncertificated Pledged Collateral Capital Stock consisting of partnership or limited liability company interests that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that does 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 Agent of an agreement granting Control to the extent that Agent over such Pledged Collateral, the Agent shall have a perfected first priority (subject to Permitted Liens) security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Pledged Collateral of such PledgorCollateral. The delivery to taking of possession by the Collateral Administrative Agent of certificates the certificated securities (if any) evidencing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect Equity 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 certificated all other certificates and instruments constituting 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 Collateral Administrative Agent’s 's security interest in any all the Pledged Collateral Equity evidenced by such certificated securities (so long as the Administrative Agent takes possession thereof without knowledge that does its security interest therein violates the rights of another secured party). Upon the filing of UCC financing statements in the location of the Pledgor’s state of organization, the Administrative Agent shall have a first priority perfected security interest in all uncertificated Pledged 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 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” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the extent that Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected, first priority security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreement.interest. (d)

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Administrative Agent for the ratable benefit of the holders of the Secured ObligationsParties, in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Administrative Agent of the certificates evidencing (if any) representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, will perfect Equity Interests 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 certificated all other certificates and instruments constituting 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 Collateral Administrative Agent’s security interest in any all certificated Pledged Collateral Equity Interests constituting securities and such certificates and instruments, subject only to the Liens permitted by Section 6.3 of the Credit Agreement. Upon the filing of UCC financing statements in the location of each Pledgor’s state of organization, 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 does 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 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 or the applicable issuer of the Uncertificated Security of an agreement granting control to the extent that Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a first priority perfected security interest therein may be perfected in such Pledged Collateral, subject only to the Liens permitted by such filingSection 6.3 of the Credit Agreement. Except as set forth in this subsection (e)Section, no action is necessary to perfect the Administrative Agent’s security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Bank for the benefit of the holders of the Secured Obligations, Bank in the Pledged Collateral of such PledgorCollateral. The delivery to taking possession by the Collateral Agent Bank of the certificates evidencing (if any) representing the Pledged Collateral of such Pledgor, together with duly executed stock powers in respect thereof, and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral AgentBank’s security interest in any all certificated Pledged Collateral and such certificates and instruments. Each Pledgor is a "registered organization", as that term is defined in Article 9 of such Pledgor that constitutes a Securitythe UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. The Upon the filing of appropriate UCC financing statements in the appropriate filing offices office in the jurisdiction location of organization each Pledgor’s State of such Pledgor or obtaining “control” over such interests in accordance with organization, the provisions of Section 8-106 of the UCC will perfect and establish the Bank shall have a perfected first priority (subject to Liens permitted pursuant to the terms of the Note DocumentsPermitted Liens) of the Collateral Agent’s security interest in any all uncertificated Pledged Collateral consisting of partnership or limited liability company interests that constitutes a Security. The filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of the applicable Pledgor will perfect and establish the first priority of the Collateral Agent’s security interest in any Pledged Collateral that does 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 Bank of an agreement granting Control to the extent that Bank over such Pledged Collateral, the Bank shall have a perfected first priority (subject to Permitted Liens) security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (e)Section, no action is necessary to perfect the or otherwise protect such security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.

Security Interest/Priority. This Domestic Pledge Agreement creates a valid security interest in favor of the Collateral Agent Agent, for the benefit of the Trustee and the ratable benefit of the holders of the Secured ObligationsNotes, in the Pledged Collateral of such PledgorCollateral. The delivery to taking of possession by the Collateral Agent of the certificates evidencing (if any) representing the Pledged Collateral of such Pledgor, together with duly executed Capital Stock and the relevant stock powers in respect thereof, will perfect transfer forms 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 certificated all other certificates and instruments constituting 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 Collateral Agent’s security interest in any all certificated Pledged Capital Stock and such certificates and instruments. Upon the filing of UCC financing statements by the Pledgor in the location of Pledgor’s state of organization, the Collateral Agent shall have a first priority perfected security interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that does 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 Security Entitlement or any Pledged Collateral held in a Securities Account, upon execution and delivery by Pledgor, the Collateral Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting Control to the extent that Collateral Agent over such Pledged Collateral, the Collateral Agent shall have a first priority perfected security interest therein may be perfected by in such filingPledged Collateral. Except as set forth in this subsection (eSection 5(e), no action is necessary to perfect the Collateral Agent’s security interests granted by the Pledgors under this Domestic Pledge Agreementinterest.