Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Lender, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first 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. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender of an agreement granting control to the Lender over such Collateral, the Lender shall have a valid and perfected, first priority security interest in such Collateral.

Security Interest/Priority. This Agreement creates a valid security interest is effective to create in favor of the LenderCollateral Agent, for the ratable benefit of the Secured Partiesholders of the Obligations, a legal, valid and enforceable security interest in the Collateral of such Grantor andObligor identified herein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and this Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of each Obligor hereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a Security and is evidenced by a certificate and all other Instruments, (ii) with respect to any such Collateral that is a Security but is not evidenced by a certificate, when properly perfected UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Obligor or when Control is established by filingthe Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, shall constitute a valid and perfectedor any successor provision, first priority (subject only iii) with respect to Permitted Liens that by their nature may have priority) security interest in any such Collateral that is not a Security or an Instrument, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Obligor (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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if anyiv) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first 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. With with respect to any Collateral consisting of a Deposit Account, Securities Security Entitlement or held in a Securities Account, upon execution and delivery by the applicable GrantorObligor, the applicable depository bank or Securities Intermediary and the Lender Collateral Agent of an agreement granting control to the Lender Collateral Agent over such Collateral, the Lender shall have a valid and perfected, first priority security interest in such Collateral.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderServicer, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Grantor Obligor and, when properly perfected by filingfiling a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priority) 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted LiensLiens permitted by Section 8.2 of the Loan Facility Agreement. The taking of possession by the Lender Servicer 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 first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderServicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such InstrumentsInstruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Securities Security Entitlement or assets held in a Securities AccountAccount (in each case, other than Excluded Accounts), upon execution and delivery by the applicable GrantorObligor, the applicable bank or Securities Intermediary Intermediary, as applicable, and the Lender Servicer of an agreement granting control to the Lender Servicer over such Collateral, the Lender Servicer shall have a valid and perfected, first priority 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 Pledge Agreement creates a valid security interest in favor of the Lender, Bank for the benefit of the Secured Parties, Bank in the Pledged Collateral. The taking possession by the Bank of the certificates (if any) representing the Pledged Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject only to Permitted Liens Liens) of the Bank’s security interest in all certificated Pledged Collateral and such certificates and instruments. Pledgor is a “registered organization”, as that by their nature may term is defined in Article 9 of the UCC, and its name on its signature line hereto is its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of Pledgor’s State of organization, the Bank shall have prioritya perfected first priority (subject to Permitted Liens) security interest in such Collateral (including all uncertificated Pledged Equity Collateral consisting of partnership or limited liability company interests that do not constitute Securities), a Security pursuant to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have prioritySection 8-103(c) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such InstrumentsUCC. With respect to any Pledged Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable GrantorPledgor, the applicable Securities Intermediary and the Lender Bank of an agreement granting control Control to the Lender Bank over such Pledged Collateral, the Lender Bank shall have a valid and perfected, perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section, no action is necessary to perfect or otherwise protect such security interest.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Lender, for the benefit of the Secured Parties, Lender in the Collateral of such Grantor Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject only to security interest, except Permitted Liens that by their nature may have priority) security interest 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first 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. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable GrantorObligor, the applicable Securities Intermediary and the Lender of an agreement granting control to the Lender over such Collateral, the Lender shall have a valid and perfected, first priority security interest in such Collateral, subject to Permitted Liens. 1 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 LenderAdministrative Agent, for the benefit of the Secured Parties, in as collateral security for the Collateral Obligations, free and clear of such Grantor and, when properly perfected by filing, all Liens (other than Permitted Liens). The security interests granted pursuant to this Agreement shall constitute a valid and perfected, perfected first priority security interests (subject only to Permitted Liens that by their nature may have priorityLiens) security interest 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender terms of the certificated securities UCC or (if anyiii) evidencing upon the Pledged Equity and all other Instruments constituting Collateral will perfect and establish taking of “control” (as defined in Section 9-104 of the first priority (subject only to Permitted Liens that by their nature may have priorityUCC) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Accounts or Securities Entitlement Entitlements or held in a Securities AccountAccounts, upon by the execution and delivery of control agreements by the applicable Grantor, the applicable Depository Bank or Securities Intermediary and the Lender of an agreement Administrative Agent, granting control to the Lender 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 Lender shall have a valid and perfected, first priority security interest perfection of such Lien or the exercise of remedies in respect of such Collateralperfected Lien in the Pledged Equity as contemplated by this Agreement.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderAdministrative Agent, for the benefit of the Secured Parties, in the Collateral of such each Grantor and, when properly perfected by filingupon the filing of appropriately completed UCC financing statements in the appropriate filing office of the jurisdiction of formation of such Grantor, such security interest shall constitute a valid and 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 (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 Permitted LiensLiens expressly permitted by Section 7.01 of the 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 Lender Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderAdministrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender of an agreement granting control to the Lender over extent such Collateral, the Lender shall have a valid and perfected, first priority security interest in can be perfected and such Collateralpriority can be established under the UCC.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderAgent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priority) 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderAgent’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. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender Agent of an agreement granting control to the Lender Agent over such Collateral, the Lender Agent shall have a valid and perfected, first priority perfected security interest (having the priority set forth in the Intercreditor Agreements) in such Collateral.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Lender, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first 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. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender of an agreement granting control to the Lender over such Collateral, the Lender shall have a valid and perfected, first priority security interest in such Collateral.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderServicer, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Grantor Obligor and, when properly perfected by filingfiling a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priority) 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted LiensLiens permitted by Section 8.2 of the Loan Facility Agreement. The taking of possession by the Lender Servicer 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 first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderServicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such InstrumentsInstruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Securities Security Entitlement or assets held in a Securities AccountAccount (in each case, other than Excluded Accounts), upon execution and delivery by the applicable GrantorObligor, the applicable bank or Securities Intermediary Intermediary, as applicable, and the Lender Servicer of an agreement granting control to the Lender Servicer over such Collateral, the Lender Servicer shall have a valid and perfected, first priority 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 $10,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderPurchaser Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priorityPriority Liens) 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 a financing statement under the UCC, free and clear of all Liens except for Permitted 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 Lender Purchaser Agent of the certificated securities (if any) evidencing the Pledged Equity and all any other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderPurchaser Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable depository institution or Securities Intermediary and the Lender Purchaser Agent of an agreement granting control a Control Agreement to the Lender over such Collateralextent required under the Purchase Agreement, the Lender Purchaser Agent shall have a valid and perfected, first priority security interest in such Collateral, subject to Permitted Priority Liens.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the LenderAdministrative Agent, for the benefit of the holders of the Secured PartiesObligations, in the Collateral of such Grantor Obligor and, when properly perfected by filingfiling a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priority) 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 Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted LiensLiens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Lender 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 first priority (subject only to Permitted Liens that by their nature may have priority) of the LenderAdministrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such InstrumentsInstruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Securities Security Entitlement or assets held in a Securities AccountAccount (in each case, other than Excluded Accounts), upon execution and delivery by the applicable GrantorObligor, the applicable bank or Securities Intermediary Intermediary, as applicable, and the Lender Administrative Agent of an agreement granting control to the Lender Administrative Agent over such Collateral, the Lender Administrative Agent shall have a valid and perfected, first priority perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the 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 $10,000,000.