Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor andGrantor, when except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability. When properly perfected by filingfiling of financing statements, such security interest shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing of financing statements under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Domestic Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling of Uniform Commercial Code financing statements, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor each Credit Party and, when properly perfected by filingfiling or registration, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, federal law or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersrespective Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing a financing statement under the UCCUCC of the jurisdiction of organization of such Obligor, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, in the Collateral rights of such Obligor Grantor in the Collateral to the extent such security interest may be created under the UCC and, when properly perfected by filingfiling of a UCC financing statement, shall constitute a valid valid, perfected security interest in such Collateral, 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.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of pledged by such Obligor hereunder and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the ratable benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, federal law or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such CollateralCollateral (other than Fixtures), to the extent such security interest can be perfected by filing under the UCC, and a valid and perfected security interest in Fixtures, in each case free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of Administrative Agent and the Lendersother holders of the Secured Obligations, in the Collateral of such Obligor the Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens and the security interest of the Collateral Agent hereunder.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interests can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, Seller in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted by Section 7.2 of the Note or other Liens that may have existed prior to the Purchase Agreement as of September 30, 2011.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral (excluding any Collateral which is non-assignable by its terms) of such Obligor and, when properly perfected by filingfiling or registration, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCCUCC or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Domestic Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted pursuant to the terms of the Note Documents.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lendersholders of the Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted pursuant to Section 7.01 of the Credit Agreement.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in the Collateral of such Obligor the Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interests can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the LendersSecured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such the Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all liens and other encumbrances other than Permitted Liens except for Permitted Liens(as defined in the Credit Agreement).

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor Borrower and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens Liens, except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a -------------------------- valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens Liens, except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or upon the Agent obtaining Control of such Collateral, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCCUCC (or equivalent local law), free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the LendersLender, in the Collateral of such Obligor Grantor and, when properly perfected by filingfiling or upon the Lender's obtaining Control of such Collateral, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a -------------------------- valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens Liens, except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, in the Collateral of such Obligor Grantor and, when properly perfected by filingfiling appropriate financing statements under the UCC, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest in such Collateral can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the LendersHolders, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid second priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, federal law or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted under the Financing Documents.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or upon the Agent’s obtaining Control of such Collateral, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Domestic Administrative Agent, for the benefit of the LendersSecured Parties, in the Collateral of such Obligor Grantor and, when properly perfected by filing, shall constitute a valid valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor each Loan Party and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lenders, in the Collateral (excluding any Collateral which is non-assignable by its terms) of such Obligor and, when properly perfected by filing, recordation or registration, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCCUCC or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingperfected, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or upon the Agent's obtaining Control of such Collateral, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor Debtor and, when properly perfected by filingfiling or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCCUCC or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a -------------------------- valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted under the Credit Documents.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor each Credit Party and, when properly perfected by filing, registration or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, federal law or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lendersholders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted LiensLiens and subject to clause (iii) in the last sentence of Section 2.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing a financing statement under the UCCUCC of the jurisdiction of organization of such Obligor, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the LendersBanks, in the Collateral of such Obligor and, when properly perfected by filingfiling or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or otherwise under the UCC, free and clear of all Liens except for Permitted LiensLiens permitted under Section 5.09 of the Credit Agreement.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, Secured Party in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected and perfected, first priority security interest in such Collateral, the Collateral to the extent such security interest can be perfected by filing under the UCC, free UCC or by filing in the United States Patent and clear of all Liens except for Permitted LiensTrademark Office.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, Lender in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such the Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement -------------------------- creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, recordation or registration (or possession with respect to any shares of Capital Stock that are certificated and constitute securities for purposes of Article 8 of the UCC), shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing filing, recordation or registration under the UCCUCC or other applicable personal property security legislation, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filingfiling or upon the Agent obtaining Control of such Collateral, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCCUCC (or similar local law), free and clear of all Liens except for Permitted Liens.