Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Servicer, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility Agreement. The taking of possession by the Servicer of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Servicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Servicer of an agreement granting control to the Servicer over such Collateral, the Servicer shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the ServicerLender, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority (subject only to Permitted Liens that by their nature may have priority) security interest in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility AgreementPermitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Servicer Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Servicerfirst priority (subject only to Permitted Liens that by their nature may have priority) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorGrantor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Servicer Lender of an agreement granting control to the Servicer Lender over such Collateral, the Servicer Lender shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the ServicerAgent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected security interest (having the priority set forth in the Intercreditor Agreements) in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility AgreementPermitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Servicer Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the ServicerAgent’s security interest in (with the priority set forth in the Intercreditor Agreements) all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorGrantor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Servicer Agent of an agreement granting control to the Servicer Agent over such Collateral, the Servicer Agent shall have a valid and perfected security interest (having the priority set forth in the Intercreditor Agreements) in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Servicer, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility Agreement. The taking of possession by the Servicer of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Servicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Servicer of an agreement granting control to the Servicer over such Collateral, the Servicer shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,00010,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the ServicerAdministrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor each Grantor and, when properly perfected by upon the filing a UCC-1 of appropriately completed UCC financing statement statements in the appropriate jurisdictionfiling office of the jurisdiction of formation of such Grantor, such security interest shall constitute a valid and perfected perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests (if any) that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Collateral Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Liens expressly permitted by Section 8.2 7.01 of the Loan Facility Credit Agreement, and no such Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement covering the Collateral, other than this Agreement. The taking of possession by the Servicer Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Servicerfirst priority of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit AccountInstruments, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Servicer of an agreement granting control to the Servicer over extent such Collateral, the Servicer shall have a valid and perfected security interest in can be perfected and such Collateral, subject to Permitted Liens. Notwithstanding anything to priority can be established under the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000UCC.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the ServicerLender, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority (subject only to Permitted Liens that by their nature may have priority) security interest in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility AgreementPermitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Servicer Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Servicerfirst priority (subject only to Permitted Liens that by their nature may have priority) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorGrantor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Servicer Lender of an agreement granting control to the Servicer Lender over such Collateral, the Servicer Lender shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the ServicerAdministrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 7.2 of the Loan Facility Credit Agreement. The taking of possession by the Servicer Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the ServicerAdministrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Servicer Administrative Agent of an agreement granting control to the Servicer Administrative Agent over such Collateral, the Servicer Administrative Agent shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,00010,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Servicer, for the benefit of the holders of the Secured Obligations, Lender in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority security interest interest, except Permitted Liens that would be prior to Liens in favor of the Lender as a matter of law, in such Collateral (including all uncertificated Pledged 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 under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 of the Loan Facility AgreementPermitted Liens. The taking of possession by the Servicer Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Servicerfirst priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Servicer Lender of an agreement granting control to the Servicer Lender over such Collateral, the Servicer Lender shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,0001 Note: This tracks Dykema Opinion.

Security Interest/Priority. This Agreement creates a valid security interest in the Collateral of such Grantor in favor of the ServicerAdministrative Agent, for the benefit of the holders of Secured Parties, as collateral security for the Secured Obligations, in the Collateral free and clear of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, all Liens (other than Permitted Liens). The security interests granted pursuant to this Agreement shall constitute a valid and perfected first priority security interest interests (subject to Permitted Liens) in such all of the Collateral (including all uncertificated un-certificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), ) to the extent such security interests can be perfected as follows: (i) upon the filing by the Administrative Agent, for the benefit of the Secured Parties, of UCC financing statements (which are in appropriate form and describe the Collateral) with the appropriate offices in the appropriate states, of the Collateral with respect to which a security interest can be perfected by filing one or more financing statements, (ii) upon the taking of possession, delivery or control by the Administrative Agent, for the benefit of the Secured Parties, of the Collateral with respect to which a security interest can be perfected only by possession, delivery or control under the UCC, free and clear of all Liens except for Liens permitted by Section 8.2 terms of the Loan Facility Agreement. The UCC or (iii) upon the taking of possession by the Servicer “control” (as defined in Section 9-104 of the certificated securities (if anyUCC) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Servicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to of any Collateral consisting of a Deposit Account, Security Entitlement Accounts or assets Securities Entitlements or held in a Securities Account (in each caseAccounts, other than Excluded Accounts), upon by the execution and delivery of control agreements by the applicable ObligorGrantor, the bank applicable Depository Bank or Securities Intermediary, as applicable, Intermediary and the Servicer of an agreement Administrative Agent, granting control to the Servicer Administrative Agent, for the benefit of the Secured Parties, over such Collateral. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict the grant of a Lien pursuant to this Agreement on such Pledged Equity, the Servicer shall have a valid and perfection of such Lien or the exercise of remedies in respect of such perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary Lien in the foregoing, the Obligors and the Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000Pledged Equity as contemplated by this Agreement.