Collateral Matters. (a) The Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and # when the Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, but subject to Permitted Liens, and # when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior in right to any other Person, but subject to Permitted Liens.

SECTION # Collateral Matters. (a)(m) The Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will createCollateral Agreement has created in favor of the CollateralAdministrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and # when the Collateral (as defined therein) constituting certificated securities (as defined in the UCC)Uniform Commercial Code) is or was delivered to the CollateralAdministrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Pledge and SecurityCollateral Agreement constituted or will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, but subject toPerson (other than Permitted Liens,Encumbrances), and # when financing statements in appropriate form were or are filed in the applicable filing offices, the security interest created under the Pledge and SecurityCollateral Agreement constituted or will constitute a fully perfected security interest in all right, title and interest of the CreditLoan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCCUniform Commercial Code financing statements, prior and superior in right to the rights of any other Person, but subject toPerson (other than Permitted Liens.Encumbrances).

Section # Collateral Matters. (a)Documents. The Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the CollateralAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein)in the Security Agreement) and the proceeds thereof and # when the CollateralPledged Equity Interests (other than uncertificated Equity Interests) and the Pledged Debt Securities (as defined therein) constituting certificated securities (aseach such term is defined in the UCC) isSecurity Agreement) are delivered to the Collateral Agent,Administrative Agent together with instruments of transfer duly endorsed in blank, the security interestproper endorsements, the Lien created under the Pledge and Security Agreement willshall constitute a fully perfected Lien on, and security interest inin, all right, title and interest of the pledgors thereunderBorrowers in such Collateral,Pledged Equity Interests and Pledged Debt Securities to the extent that the laws of the United States or any state, commonwealth or other political subdivision thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other Person, but subject to Permitted Liens,Lien or right of any other person, except for Liens expressly permitted under the terms of [Section 7.1] which by operation of law or contract have priority over the Liens securing the Secured Obligations, and # when financing statements in appropriate form are filed in the offices specified on [Schedule 5.16(a)], and in each case, all applicable filing offices,fees have been paid, the security interestLien created under the Pledge and Security Agreement will constitute a fully perfected Lien on, and security interest inin, all right, title and interest of the Credit PartiesBorrowers in the remaining Collateral (as defined therein) to the extent perfection cansuch security interest may be obtainedperfected by the filing of a UCC financing statements,statement, in each case prior and superior in right to any other Person, but subject to Permitted Liens.Lien or right of any other person, other than Liens expressly permitted by [Section 7.1] which by operation of law or contract have priority over the Liens securing the Secured Obligations.

SECTION # Collateral Matters. (a)Documents. The Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, willAgreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined therein)described therein. As of the First Amendment and # when the Collateral (as defined therein) constituting certificated securities (as definedRestatement Effective Date, in the UCC) iscase of the issued and outstanding equity interests of the Pledged Subsidiaries described in the Pledge Agreement as of the First Amendment and Restatement Effective Date, when certificates representing such equity interests and required to be delivered under the Pledge Agreement are delivered to the Collateral Agent, together with instrumentsand in the case of transfer duly endorsedthe other Collateral described in blank, the security interest created under the Pledge and Security Agreement will constituteAgreement, when a financing statement in appropriate form is filed in the office specified in the Pledge Agreement, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien (subject to all Liens permitted pursuant to [Section 6.01]) on, and security interest inin, all right, title and interest of the pledgors thereunderPledgors in such Collateral,Pledged Collateral as security for the Secured Obligations to the extent perfection of such Lien can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other Person, but subjectPerson (except for all Liens permitted pursuant to Permitted Liens, and # when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior in right to any other Person, but subject to Permitted Liens.[Section 6.01]).