Common use of Security Interests and Liens Clause in Contracts

Security Interests and Liens. The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all of the respective collateral intended to be covered thereunder, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with any future change in the Borrower’s name or the location in which the Borrower is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filing.

Security Interests and Liens. (a) The Security Documents create (due and upon recordation punctual payment of the Deeds principal of Trustand interest on the Securities when and as the same shall be due and payable, filing whether on an Interest Payment Date, at Stated Maturity, by acceleration, repurchase, prepayment or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Securities and performance of all other obligations of the applicable financing statements in the appropriate filing offices Company and the execution Guarantors to the Holders of Securities, the Trustee or the Collateral Trustee under this Indenture, the Collateral Documents and delivery the Securities, according to the terms hereunder or thereunder (the "SECURED OBLIGATIONS"), shall be secured by a lien, pledge, mortgage and security interest (the Depository Bank "INDENTURE LIEN") on the Collateral. The Collateral Trustee and the Trustee may, but shall not be required to, file or serve financing statements, notice of control agreements with respect Lien or similar instruments which otherwise may be required under applicable law in any jurisdiction, or take any action, including taking possession, to any pledged deposit accounts there will be perfected as validate and perfect such security interests and Lien. (b) In addition to any portion of such collateral consisting the Indenture Lien and in furtherance thereof, the confirmation order of the deposit account itself and bankruptcy court approving the securities entitlements thereto), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all Bankruptcy Plan pursuant to section 1129 of the respective collateral intended Bankruptcy Code has created a separate security interest and lien on the Collateral to further secure the Secured Obligations (the "JUDICIAL LIEN"). Such confirmation order shall be covered thereunderdeemed sufficient and conclusive evidence of the Judicial Lien. The Judicial Lien shall be a valid and enforceable perfected security interest and Lien, in favor of the Administrative Agent as administrative agent Collateral Trustee and the Trustee for their respective benefits and the ratable benefit of the LendersHolders of Securities, superior to and prior to the rights of all third Persons other than the Collateral Trustee and subject to no other Liens other than the lien provided for in Section 12.06 and Permitted Title Exceptions and rights Liens of equipment lessors under equipment leases currently the types described in effect which comply with the requirements set forth in Sections 9.02(hSection 8.04(4)(a), (b) and 9.04(d(c), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with any future change in the Borrower’s name or the location in which the Borrower is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filing.

Security Interests and Liens. The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all of the respective collateral intended to be covered thereunder, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h9.02(g) and 9.04(d), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with any future change in the Borrower’s or Other Swap Pledgor’s name or the location in which the Borrower or Other Swap Pledgor is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filing.

Security Interests and Liens. 3.26.1 The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto)create, as security for the Obligations, valid, valid and enforceable, perfected and first priority security interests in and Liens on to all of the respective collateral intended Collateral, perfected in accordance with the terms of the Pledge, as to be covered thereunderthe Pledge, and perfected as of recording, to the extent permitted in accordance with the terms hereof, as to the Mortgages, in favor of the Administrative Agent as administrative agent for the ratable benefit on behalf of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generallyInsolvency Proceeding, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with (i) any future change in the Borrowersuch a Credit Party’s name or the location in which the Borrower is organized or registeredregistered or (ii) with respect to the Liens of the Mortgages, recording of the Mortgages in accordance with the terms hereof, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with applicable Legal Requirements. 3.26.2 The OP has no Subsidiaries other than those disclosed on Schedule IX, and all of the Uniform Commercial Code outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by OP free and clear of all Liens other than the California Civil Code. A financing statement covering all property covered by Liens arising under the Pledge Agreement. 3.26.3 The OP has no equity investments in any Security Document that is subject other corporation or entity other than the Borrower except as (i) set forth on Schedule IV, or (ii) as may hereafter be disclosed to the Lender on a schedule attached to a Uniform Commercial Code financing statement has been filed and/or recordedBorrowing Request, as appropriate, (Borrowing Base Certificate or irrevocably delivered Compliance Certificate submitted to the Administrative Agent Agent. 3.26.4 All of the outstanding Equity Interests in each Borrower have been validly issued, and are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge. 3.26.5 The corporate capital and ownership structure of the REIT, the OP and their respective Subsidiaries is as described in Schedule IV. The REIT and the OP have no Subsidiaries except as disclosed in Schedule IV. 3.26.6 No Borrower has outstanding any securities convertible into or a title agent exchangeable for its Equity Interests nor does any such recordation Borrower have outstanding any rights to subscribe for or filingto purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Equity Interests. All of the representations and warranties in all places necessary this Article 3 and elsewhere in the Loan Documents (i) shall survive the funding and repayment of the Loan and (ii) shall be deemed to perfect a valid first priority security interest with respect to have been relied upon by Administrative Agent, the rights L/C Issuer and property that are the subject of such Security Document to Lenders notwithstanding any investigation heretofore or hereafter made by Administrative Agent, the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filingL/C Issuer or any Lender or on their respective behalves.

Security Interests and Liens. (a) The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto)create, as security for the Obligations, valid, valid and enforceable, perfected and first priority security interests in and Liens on to all of the respective collateral intended Collateral, perfected in accordance with the terms of the Pledge, as to be covered thereunderthe Pledge, and perfected as of recording, to the extent permitted in accordance with the terms hereof, as to the Mortgages, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d)Secured Parties, except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generallyInsolvency Proceeding, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with (i) any future change in the Borrowersuch a Credit Party’s name or the location in which the Borrower is organized or registeredregistered or (ii) with respect to the Liens of the Mortgages, recording of the Mortgages in accordance with the terms hereof, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with applicable Legal Requirements. (b) The Borrower has no Subsidiaries other than those disclosed on Schedule IX, and all of the Uniform Commercial Code outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge Agreement. (c) The Borrower has no equity investments in any other corporation or entity other than the Subsidiary Guarantors and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded163 Entities except as (i) set forth on Schedule 3.16(c), or (ii) as appropriate, (or irrevocably delivered may hereafter be disclosed to the Administrative Agent on a schedule attached to a Borrowing Request, Borrowing Base Certificate or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect Compliance Certificate submitted to the rights Administrative Agent. (d) All of the outstanding Equity Interests in the Subsidiary Guarantors have been validly issued, and property that are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge Agreement, subject to the indirect ownership of less than five percent (5%) of the 163 Washington Member by third parties. Borrower’s direct ninety-nine point four five percent (99.45%) Equity Interest in the 163 Washington Member, its indirect ninety-seven point three nine percent (97.39%) Equity Interest in the 163 Wxxxxxxxxx XX and Borrower’s indirect ninety-seven point three nine percent (97.39%) Equity Interest in the 163 Washington SPE are fully paid and nonassessable and are owned by Borrower free and clear of all Liens. (e) The corporate capital and ownership structure of the REIT, the Borrower and their respective Subsidiaries (as of the most recent update of such Security Document schedule in accordance with Section 6.03 hereof) is as described in Schedule IX. The REIT and Borrower have no Subsidiaries except as disclosed in Schedule IX. (f) No Subsidiary Guarantor or 163 Entity has outstanding any securities convertible into or exchangeable for its Equity Interests nor does any such Subsidiary Guarantor or 163 Entity have outstanding any rights to subscribe for or to purchase or any options for the extent governed by purchase of, or any agreements providing for the Uniform Commercial Code and issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Equity Interests, except as set forth in the extent such security can be perfected by such filing163 Wxxxxxxxxx XX Agreement or in the operating agreement of 100 Xxxxxxxxxx Xxxxxx XXXX JV, LLC (collectively, the “Option Rights”).

Security Interests and Liens. The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all of the respective collateral intended to be covered thereunder, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with any future change in the Borrower’s or Other Swap Pledgor’s name or the location in which the Borrower or Other Swap Pledgor is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filing.

Security Interests and Liens. 3.26.1 The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto)create, as security for the Obligations, valid, valid and enforceable, perfected and first priority security interests in and Liens on to all of the respective collateral intended Collateral, perfected in accordance with the terms of the Pledge, as to be covered thereunderthe Pledge, and perfected as of recording, to the extent permitted in accordance with the terms hereof, as to the Mortgages, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d)Lender, except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generallyInsolvency Proceeding, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with (i) any future change in the Borrowersuch a Credit Party’s name or the location in which the Borrower is organized or registeredregistered or (ii) with respect to the Liens of the Mortgages, recording of the Mortgages in accordance with the terms hereof, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with applicable Legal Requirements. 3.26.2 The OP has no Subsidiaries other than those disclosed on Schedule IX, and all of the Uniform Commercial Code outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by OP free and clear of all Liens other than the Liens arising under the Pledge Agreement. 3.26.3 The OP has no equity investments in any other corporation or entity other than the Borrower except as (i) set forth on Schedule IV, or (ii) as may hereafter be disclosed to the Lender on a schedule attached to a Borrowing Request, Borrowing Base Certificate or Compliance Certificate submitted to the Lender. 3.26.4 All of the outstanding Equity Interests in each Borrower have been validly issued, and are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge. 3.26.5 The corporate capital and ownership structure of the REIT, the OP and their respective Subsidiaries is as described in Schedule IV. The REIT and the California Civil CodeOP have no Subsidiaries except as disclosed in Schedule IV. 3.26.6 No Borrower has outstanding any securities convertible into or exchangeable for its Equity Interests nor does any such Borrower have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Equity Interests. A financing statement covering all property covered All of the representations and warranties in this Article 3 and elsewhere in the Loan Documents (i) shall survive the funding and repayment of the Loan and (ii) shall be deemed to have been relied upon by Lender notwithstanding any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (investigation heretofore or irrevocably delivered to the Administrative Agent hereafter made by Lender or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filingon its behalf.

Security Interests and Liens. The Security Collateral Documents create (and upon recordation of the Deeds of Trust, Trust and filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts offices, there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements theretoperfected), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all of the respective collateral Collateral intended to be covered thereunder, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h7.03(e) and 9.04(d(f), except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ ' rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with any future change in the Borrower’s a Loan Party's name or the location in which the Borrower a Loan Party is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered by any Security Collateral Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Collateral Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filing.

Security Interests and Liens. (a) The Security Documents create (and upon recordation of the Deeds of Trust, filing of the applicable financing statements in the appropriate filing offices and the execution and delivery by the Depository Bank of control agreements with respect to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself and the securities entitlements thereto)create, as security for the Obligations, valid, valid and enforceable, perfected and first priority security interests in and Liens on to all of the respective collateral intended Collateral, perfected in accordance with the terms of the Pledge, as to be covered thereunderthe Pledge, and perfected as of recording, to the extent permitted in accordance with the terms hereof, as to the Mortgages, in favor of the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject to no Liens other than the Permitted Title Exceptions and rights of equipment lessors under equipment leases currently in effect which comply with the requirements set forth in Sections 9.02(h) and 9.04(d)Secured Parties, except as enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generallyInsolvency Proceeding, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. Other than in connection with (i) any future change in the Borrowersuch a Credit Party’s name or the location in which the Borrower is organized or registeredregistered or (ii) with respect to the Liens of the Mortgages, recording of the Mortgages in accordance with the terms hereof, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements and Notices of Intent to Preserve Security Interests in accordance with applicable Legal Requirements. (b) The Borrower has no Subsidiaries other than those disclosed on Schedule IX, and all of the Uniform Commercial Code outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge Agreement. (c) The Borrower has no equity investments in any other corporation or entity other than the Subsidiary Guarantors and the California Civil Code. A financing statement covering all property covered by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded163 Entities except as (i) set forth on Schedule 3.16(c), or (ii) as appropriate, (or irrevocably delivered may hereafter be disclosed to the Administrative Agent on a schedule attached to a Borrowing Request, Borrowing Base Certificate or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect Compliance Certificate submitted to the rights Administrative Agent. (d) All of the outstanding Equity Interests in the Subsidiary Guarantors have been validly issued, and property that are fully paid and nonassessable and are owned by Borrower free and clear of all Liens other than the Liens arising under the Pledge Agreement, subject to the indirect ownership of less than five percent (5%) of the 163 Washington Member by third parties. Borrower’s direct ninety-nine point four five percent (99.45%) Equity Interest in the 163 Washington Member, its indirect ninety-seven point three nine percent (97.39%) Equity Interest in the 163 Xxxxxxxxxx XX and Borrower’s indirect ninety-seven point three nine percent (97.39%) Equity Interest in the 163 Washington SPE are fully paid and nonassessable and are owned by Borrower free and clear of all Liens. (e) The corporate capital and ownership structure of the REIT, the Borrower and their respective Subsidiaries (as of the most recent update of such Security Document schedule in accordance with Section 6.03 hereof) is as described in Schedule IX. The REIT and Borrower have no Subsidiaries except as disclosed in Schedule IX. (f) No Subsidiary Guarantor or 163 Entity has outstanding any securities convertible into or exchangeable for its Equity Interests nor does any such Subsidiary Guarantor or 163 Entity have outstanding any rights to subscribe for or to purchase or any options for the extent governed by purchase of, or any agreements providing for the Uniform Commercial Code and issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Equity Interests, except as set forth in the extent such security can be perfected by such filing163 Xxxxxxxxxx XX Agreement or in the operating agreement of 000 Xxxxxxxxxx Xxxxxx XXXX JV, LLC (collectively, the “Option Rights”).

Security Interests and Liens. The Security Documents create (To secure the payment and upon recordation performance of the Deeds of TrustLiabilities, filing each Borrower hereby grants to the Agent for the ratable benefit of the applicable financing statements in the appropriate filing offices Lenders and the execution Issuer a continuing security interest in and delivery by to the Depository Bank following property and interests in property of control agreements with respect each Borrower, whether now owned or existing or hereafter acquired or arising and wheresoever located: all Accounts, Inventory, Equipment, Farm Products, Goods, General Intangibles, Payment Intangibles, Commercial Tort Claims, Deposit Accounts, Margin Accounts, Commodity Accounts, Commodity Contracts, Securities Accounts, Investment Property, Instruments, Letter of Credit Rights, Documents, Chattel Paper, Electronic Chattel Paper, Tangible Chattel Paper, Investor Notes and Investor Loan Documents, all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing), all books and records pertaining to any pledged deposit accounts there will be perfected as to any portion of such collateral consisting of the deposit account itself foregoing (including without limitation, customer lists, credit files, computer programs, printouts and the securities entitlements theretoother computer materials and records), as security for the Obligations, valid, enforceable, perfected and first priority security interests in and Liens on all insurance policies insuring any of the respective collateral intended foregoing. Each Borrower hereby agrees to be covered thereunder, in favor of grant to the Administrative Agent as administrative agent for the ratable benefit of the Lenders, subject liens and security interests against all of Borrower’s interests in the Iowa Project and related real and personal property, which liens and security interests shall be granted pursuant to no Liens other than the Permitted Title Exceptions an Amended and rights of equipment lessors under equipment leases currently in effect Restated Mortgage (which comply with the requirements set forth in Sections 9.02(h) and 9.04(dmay be hereafter amended, modified or restated from time to time), except in form and content acceptable to the Agent, dated as enforceability of the date hereof. Each Borrower hereby agrees to grant to the Agent for the ratable benefit of the Lenders, liens and security interests against all of Borrower’s interests in the Michigan Project and related real and personal property, which liens and security interests shall be granted pursuant to the Mortgage (which may be limited by applicable insolvencyhereafter amended, bankruptcymodified or restated from time to time), reorganizationin form and content acceptable to the Agent, moratorium or dated as of the date hereof. Each Borrower shall also assign and grant a security interest to the Agent for the ratable benefit of the Lenders in all contracts, guaranties, plans, specifications and other laws affecting creditors’ contracts, rights generallyand agreements which it may have related to the Iowa Project and the Michigan Project. Midwest Grain Processors Cooperative agrees to grant to the Agent for the ratable benefit of the Lenders, or general principles a pledge and security interest in one hundred percent (100%) of equitythe membership interests in Midwest Grain Processors, whether such enforceability is considered LLC, pursuant to the Amended and Restated Pledge Agreement, in a proceeding form and content acceptable to the Agent, dated as of the date hereof. Borrower agrees to grant to the Agent for the ratable benefit of the Lenders, an Assignment of Commodity Accounts and Commodity Contracts referred to in equity or at lawSection 5.15. Other than in connection with any future change in Upon the Borrower’s name or request of Agent, each Borrower hereby agrees to grant to the location in which Agent for the Borrower is organized or registeredratable benefit of the Lenders, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such liens and security interests and Liensin any other property, other than the filing of continuation statements and Notices of Intent assets or rights which such Borrower may now have or hereafter acquire pursuant to Preserve Security Interests in accordance with the Uniform Commercial Code and the California Civil Code. A financing statement covering all property covered documentation prepared by any Security Document that is subject to a Uniform Commercial Code financing statement has been filed and/or recorded, as appropriate, (or irrevocably delivered counsel to the Administrative Agent or a title agent for such recordation or filing) in all places necessary to perfect a valid first priority security interest with respect to the rights and property that are the subject of such Security Document to the extent governed by the Uniform Commercial Code and to the extent such security can be perfected by such filingAgent.