Common use of Priority of Lien Clause in Contracts

Priority of Lien. The Broker hereby acknowledges the security interest granted to the Administrative Agent by the Pledgors. The Broker hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit to the Pledgors nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunder. The Broker hereby subordinates all liens, encumbrances, claims and rights of setoff it may have, now or in the future, against the In-Registration Company Pledged Collateral Account or any property carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunder, including the payment of the Broker's customary fees, commissions and other charges pursuant to its agreement with the Pledgors and for payment or delivery of financial assets purchased or sold for or from the In-Registration Company Pledged Collateral Account. The Broker will not agree with any third party that the Broker will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Agent and the Pledgors.

Priority of Lien. The Broker Securities Intermediary hereby acknowledges the security interest granted to the Administrative Agent Secured Parties by the PledgorsPledgor. The Broker Securities Intermediary hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account waives and cash account and that it will not advance any margin or other credit to the Pledgors nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunder. The Broker hereby subordinates releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of its customary fees and charges relating to the Broker's customary feesAccount including overdraft fees and reimbursement of amounts advanced to settle authorized transactions for the Account, commissions and other charges pursuant to its agreement with it shall not assert any such lien, encumbrance, claim or right against the Pledgors and for payment Account or delivery of any financial assets purchased asset carried in the Account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker will Securities Intermediary shall not agree with any third party that the Broker will Securities Intermediary shall comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Agent Secured Parties and Pledgor. For the avoidance of doubt, Securities Intermediary’s security interest in and lien on the account and the PledgorsCollateral set forth in this Section 6 shall not secure any amounts owed by Pledgor to Securities Intermediary pursuant to any other agreement between Pledgor and Securities Intermediary.

Priority of Lien. The Broker Securities Intermediary hereby acknowledges the security interest granted to the Administrative Agent Creditor by the PledgorsDebtor. The Broker Securities Intermediary hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit to Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Pledgors Account, executing sell orders on securities not held in the Account or by allowing him to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunderAccount. The Broker Securities Intermediary hereby subordinates waives and releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account account or any property financial asset carried in the In-Registration Company Pledged Collateral Account account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of the Broker's its customary fees, commissions fees and other charges commission pursuant to its agreement the Securities Intermediary Agreement with Debtor, it will not assert any such lien, encumbrance, claim or right against the Pledgors and for payment Account or delivery of any financial assets purchased asset carried in the account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker Securities Intermediary will not agree with any third party that the Broker Securities Intermediary will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Agent Creditor and the PledgorsDebtor.

Priority of Lien. The Broker hereby acknowledges that it has received a copy of the Stock Pledge Agreement, consents to the terms thereof and recognizes the security interest granted therein to the Administrative Agent Creditor by the PledgorsDebtor. The Broker hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit to Debtor in the Pledgors Account, either directly executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by allowing him to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunderAccount. The Broker hereby subordinates waives and releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of the Broker's its customary fees, commissions fees and other charges commission pursuant to its agreement with the Pledgors and for payment Customer Agreement, it will not assert any such lien, encumbrance, claim or delivery of right or the priority thereof against the Account or any financial assets purchased asset carried in the Account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker will not agree with any third party that the Broker will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Agent Creditor and the PledgorsDebtor.

Priority of Lien. The Broker Depositary Bank hereby acknowledges the security interest granted to the Administrative Collateral Agent by the PledgorsCompany. The Broker Depositary Bank hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit to the Pledgors Company therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, by executing sell orders on securities not held in the Account or by allowing the Company to trade in instruments such as options and commodities contracts that create similar obligations, nor will it hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunderAccount. The Broker Depositary Bank hereby subordinates waives and releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of the Broker's its customary fees, commissions fees and other charges commission pursuant to its agreement with the Pledgors and for payment Customer Agreement, it will not assert any such lien, encumbrance, claim or delivery of right against the Account or any financial assets purchased asset carried in the Account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker Depositary Bank will not agree with any third party that the Broker Depositary Bank will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Collateral Agent and the PledgorsCompany.

Priority of Lien. The Broker Securities Intermediary hereby acknowledges the security interest granted to the Administrative Agent Secured Party by the Pledgors. The Broker hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit Pledgor pursuant to the Pledgors nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunderDocument. The Broker Securities Intermediary hereby subordinates waives and releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of its customary fees and charges relating to the Broker's customary feesAccount including overdraft fees and reimbursement of amounts advanced to settle authorized transactions for the Account, commissions and other charges pursuant to its agreement with it shall not assert any such lien, encumbrance, claim or right against the Pledgors and for payment Account or delivery of any financial assets purchased asset carried in the Account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker will Securities Intermediary shall not agree with any third party that the Broker will Securities Intermediary shall comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of Secured Party and Pledgor. For the Administrative Agent avoidance of doubt, Securities Intermediary’s security interest in and lien on the account and the PledgorsCollateral set forth in this Section 7 shall not secure any amounts owed by Pledgor to Securities Intermediary pursuant to any other agreement between Pledgor and Securities Intermediary.

Priority of Lien. The Broker Securities Intermediary hereby acknowledges the security interest granted to the Administrative Collateral Agent by the PledgorsCompany. The Broker Securities Intermediary hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account and cash account and that it will not advance any margin or other credit to the Pledgors Company therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, by executing sell orders on securities not held in the Account or by allowing the Company to trade in instruments such as options and commodities contracts that create similar obligations, nor will it hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunderAccount. The Broker Securities Intermediary hereby subordinates waives and releases all liens, encumbrances, claims and rights of setoff it may have, now or in the future, have against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account or any free credit balance in the In-Registration Company Pledged Collateral Account other than in connection with activities in which the Pledgors are permitted to engage hereunderand agrees that, including the except for payment of the Broker's its customary fees, commissions fees and other charges commission pursuant to its agreement with the Pledgors and for payment Customer Agreement, it will not assert any such lien, encumbrance, claim or delivery of right against the Account or any financial assets purchased asset carried in the Account or sold for or from any credit balance in the In-Registration Company Pledged Collateral Account. The Broker Securities Intermediary will not agree with any third party that the Broker Securities Intermediary will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Collateral Agent and the PledgorsCompany.

Priority of Lien. The Broker Securities Intermediary hereby acknowledges the security interest granted to the Administrative Agent Agent, for benefit of the Secured Parties, by the PledgorsLessee in the Collateral Account. The Broker Securities Intermediary hereby confirms that the In-Registration Company Pledged Collateral Account is a controlled securities account waives and cash account and that it will not advance any margin or other credit to the Pledgors nor hypothecate any securities carried in the In-Registration Company Pledged Collateral Account except in connection with the settlement of trading activity permitted to be conducted by the Pledgors hereunder. The Broker hereby subordinates releases all liens, encumbrances, claims and rights of setoff it may have, now have or in the future, hereafter acquire against the In-Registration Company Pledged Collateral Account or any property financial asset carried in the In-Registration Company Pledged Collateral Account and agrees that it will not assert any lien, encumbrance, claim or right against the Collateral Account or any free credit balance financial asset carried in the In-Registration Company Pledged Collateral Account other than except for any lien, claim, encumbrance, or right against the Collateral Account or any financial asset carried in connection with activities the Collateral Account resulting from transactions in the Collateral Account (including payment of 278 Securities Intermediary's customary fees and commissions). Without the prior written consent of the Agent and the Lessee, the Securities Intermediary will not execute and deliver, or otherwise become bound by, any agreement during the term of this Agreement under which the Pledgors are permitted to engage hereunder, including the payment of the Broker's customary fees, commissions and other charges pursuant to its agreement with the Pledgors and for payment or delivery of financial assets purchased or sold for or from the In-Registration Company Pledged Collateral Account. The Broker will not agree Securities Intermediary agrees with any third party that the Broker Securities Intermediary will comply with entitlement orders concerning the In- Registration Company Pledged Collateral Account originated by such third party without the prior written consent of the Administrative Agent and the Pledgorsparty.