Common use of Security Interest/Priority Clause in Contracts

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by the filing of a UCC-1 financing statement Financing Statement in the appropriate jurisdictionfiling office set forth opposite the name of such Obligor under the column heading “Filing Office” in Schedule 3(i)(b) hereto, shall constitute a valid and perfected perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests 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 permitted by Section 7.2 (including the Permitted Lien thereon in favor of the Credit AgreementFirst Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations). The taking of possession by the Administrative Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control 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 under the Administrative UCC the first priority of the Collateral Agent’s security interest (subject to the Permitted Lien thereon in favor of the First Lien Agent that is subject to the Intercreditor Agreement and secures any First Lien Obligations) in all of the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary, as applicable, Intermediary and the Administrative Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) of an agreement granting control to the Administrative Collateral Agent (or, if the Intercreditor Agreement is then in effect, the Control Agent) over such Collateral, the Administrative Collateral Agent shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to customary setoff rights of depository institutions and the Permitted Liens. Notwithstanding anything Lien thereon in favor of the First Lien Agent that is subject to the contrary in the foregoing, the Obligors Intercreditor Agreement and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to secures any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000First Lien Obligations.

Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by Grantor and upon (1) the proper filing a UCC-1 of (a) UCC financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral statements (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), fixture filings to the extent such applicable) in the applicable jurisdictions (and payment of the applicable fees), (b) in the case of Patents, a Notice of Grant of Security Interest in Patents with the United States Patent and Trademark Office, (c) in the case of Trademarks, a Notice of Grant of Security Interest in Trademarks with the United States Patent and Trademark Office and (d) in the case of Copyrights, a Notice of Grant of Security Interest in Copyrights with the United States Copyright Office, (2) sufficient description of Commercial Tort Claims, (3) consent of the issuer with respect to Letter-of-Credit Rights, (4) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest can be perfected by filing under created hereunder on such certificate of title, (5) in the UCCcase of any Deposit Account, free the execution and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the delivery to Administrative Agent of a Control Agreement, such security interests in the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (other than Commercial Tort Claims until so sufficiently described and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject Money which has not been transferred to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held deposited in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that in which the Administrative Agent has a balance perfected security interest under the UCC) and (6) if applicable, compliance with any other statute, regulation or which holds assets with treaty referred to in Section 9-311(a) of the UCC, such security interest shall constitute a fair market value) less than $5,000,000valid first priority perfected security interest in the Collateral, prior to all other Liens on such Collateral except for Permitted Liens.

Security Interest/Priority. This Agreement creates a valid security interest is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, a legal, valid and enforceable security interest in the Collateral of such Obligor andidentified 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 by filing a UCC-1 UCC financing statement statements in appropriate form are filed in the appropriate jurisdictionfiling offices in the jurisdiction of organization of the Obligor or when Control is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, shall constitute a valid and perfected security interest in or any successor provision, (iii) with respect to 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 Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if anyiv) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With with respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or Securities Intermediary, as applicable, Intermediary and the Administrative Collateral Agent of an agreement granting control to the Administrative Collateral Agent over such Collateral, the Administrative Agent shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking of possession by the Administrative Agent of the Certificated Securities (if any) evidencing the Pledged Equity and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such Obligor and, when properly perfected by Certificated Securities (so long as the Administrative Agent takes possession thereof without knowledge that its security interest therein violates the rights of another secured party). Upon the filing of a UCC-1 UCC financing statement in with the appropriate jurisdictionsecretary of state of Pledgor’s state of organization describing the Pledged Equity as the collateral covered thereby, the Administrative Agent shall constitute have a valid and first 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), a Security pursuant to the extent such security interest can be perfected by filing under Section 8-103(c) of the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Pledged Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by Pledgor, the applicable Obligor, the bank or Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement granting control “control” (as defined in Section 8-106 or 9-104 of the UCC, as applicable) to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and perfected perfected, first priority security interest in such Pledged Collateral. Except as set forth in this section, subject no action is necessary 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 $5,000,000perfect such security interest.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Bank for the benefit of the holders Bank in the Pledged Collateral. The taking possession by the Bank of the Secured Obligationscertificates (if any) representing the Pledged Collateral and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Bank’s security interest in all certificated Pledged Collateral and such certificates and instruments. Pledgor is a “registered organization”, as that 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 Collateral state of such Obligor and, when properly perfected by its organization. Upon the filing a UCC-1 of UCC financing statement statements in the appropriate jurisdictionfiling office in the location of Pledgor’s State of organization, the Bank shall constitute have a valid and 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 Section 8-103(c) of the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Pledged Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorPledgor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent Bank of an agreement granting control Control to the Administrative Agent Bank over such Pledged Collateral, the Administrative Agent Bank shall have a valid and perfected first priority (subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section, subject no action is necessary 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 perfect or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000otherwise protect such security interest.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative AgentServicer, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 8.2 of the Credit Loan Facility Agreement. The taking of possession by the Administrative Agent Servicer of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative AgentServicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Administrative Agent Servicer of an agreement granting control to the Administrative Agent Servicer over such Collateral, the Administrative Agent Servicer shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative AgentLender, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority (subject only to Permitted Liens that by their nature may have priority) security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the Administrative Agent Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Administrative Agentfirst priority (subject only to Permitted Liens that by their nature may have priority) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorGrantor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent Lender of an agreement granting control to the Administrative Agent Lender over such Collateral, the Administrative Agent Lender shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement statements have been filed in the appropriate jurisdictionoffices against such Obligor, shall constitute the Administrative Agent will have a valid and perfected fully perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 Permitted Liens; provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Credit AgreementLiens of the Administrative Agent under the Loan Documents to any Permitted Liens. The taking of possession by the 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 of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor securing the payment and performance of the Secured Obligations and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionoffices against such Obligor, shall constitute a valid and perfected perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing a UCC financing statement under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Liens. The taking of possession by the 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 of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject and, when properly perfected by filing, registration or control, in all other Pledged Equity and instruments securing the Secured Obligations. Except as set forth in Section 3(f)(ii), no action is necessary to Permitted Liens)perfect in such Pledged Equity. With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement granting control Control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by filing of a UCC-1 UCC financing statement in the appropriate jurisdictionstatement, shall constitute a valid and perfected valid, perfected, first priority (subject to Permitted 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 Liens permitted by Section 7.2 of the Credit Agreementother than Permitted Liens. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity (delivered in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank), and all other Instruments any Instrument, Document, Tangible Chattel Paper or Money constituting Collateral (and any necessary endorsements) of such Obligor will perfect and establish the first priority (subject to Permitted Liens) of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments Instruments, ​ ​ ​ ​ Documents, Tangible Chattel Paper and Money, subject to, in the case of any pledge of (subject i) the Pledged Equity of such Obligor in any Foreign Subsidiary or (ii) intercompany Indebtedness owed by any Foreign Subsidiary to Permitted Liens)such Obligor, the effect of foreign Laws, rules, and regulations as they relate to the enforcement of any such pledge. With respect to any Collateral of such Obligor consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable such Obligor, the applicable depository bank or Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement granting control (within the meaning of the UCC) to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected perfected, first priority (subject to Permitted Liens) 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 $5,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,00010,000,000.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement statements in the appropriate jurisdictionoffices against the Grantors, shall constitute a valid and perfected perfected, first priority security interest in such the Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do does not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Lien. The (i) taking of possession by the Administrative Agent of the certificated securities Securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the first priority of the Administrative Agent’s security interest interest, for the benefit of the Secured Parties, in all the Pledged Equity evidenced by such certificated securities Securities and such Instruments and (subject to Permitted Liens)ii) execution by the applicable Issuer, Administrative Agent and Grantors of the Pledge Registration and Control Agreement will perfect by control (as such term is used in Articles 8 and 9 of the UCC) and establish the first priority of Administrative Agent’s security interest, for the benefit of the Secured Parties, in all Pledged Equity which constitutes uncertificated Securities. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)or Commodity Account, upon execution and delivery by the applicable ObligorGrantor, the bank applicable Securities Intermediary or Securities Intermediary, as applicable, Bank and the Administrative Agent of an agreement granting control a Control Agreement with respect to the Administrative Agent over such Collaterala Deposit Account or Control Agreement with respect to a Securities Account Control Agreement, as applicable, the Administrative Agent shall have a valid and perfected perfected, first priority security interest in such CollateralCollateral for the benefit of the Secured Parties. With respect to any Collateral consisting of Intellectual Property, subject to Permitted Liens. Notwithstanding anything to upon execution and delivery by the contrary applicable Grantor of a notice of grant of security interest in Copyrights, Patents or Trademarks and the filing of such notice in the foregoingUSPTO or the USCO, as applicable, in combination with the Obligors and filing of financing statements in the appropriate offices referenced above in this Section 4(b), the Administrative Agent acknowledge shall have a valid 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 $5,000,000perfected, first priority security interest in such Collateral for the benefit of the Secured Parties.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Collateral Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Liens. The taking of possession by the Administrative Collateral Agent of the certificated securities Certificated Securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Administrative first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities Certificated Securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the bank applicable Depository Bank or Securities Intermediary, as applicable, and the Administrative Collateral Agent of an agreement granting control to the Administrative Collateral Agent over such CollateralCollateral (a “Deposit Account Control Agreement” or “Securities Account Control Agreement”, as applicable), in each case in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Collateral Agent shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything Collateral substantially in form and substance reasonably satisfactory 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 $5,000,000Collateral Agent.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor andPledged Collateral, when properly perfected by filing a UCC-1 financing statement except to the extent that the security interest in the appropriate jurisdiction, shall constitute a valid Pledged Collateral would be required to be granted or perfected under the laws of any jurisdiction outside of the United States of America. The taking of possession by the Administrative Agent of the certificates representing the Pledged Equity Interests and perfected all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent's security interest in such certificated Pledged Equity Interests and such certificates and instruments, except to the extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of any jurisdiction outside of the United States of America. Upon the filing of UCC financing statements in the location of each Pledgor's state of organization, the Administrative Agent shall have a first priority perfected security interest (including subject to Permitted Liens) in all uncertificated Pledged Equity Interests consisting of partnership or limited liability company interests that do not constitute Securities)a Security pursuant to Section 8-103(c) of the UCC, except to the extent such security interest can be perfected by filing under that the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject Collateral would be required to Permitted Liens)be granted or perfected under the laws of any jurisdiction outside of the United States of America. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Security Entitlement or assets any Pledged Collateral held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorPledgor, the bank or Securities Intermediary, as applicable, and the Administrative Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Notwithstanding anything except to the contrary extent that the security interest in the foregoingPledged Collateral would be required to be granted or perfected under the laws of any jurisdiction outside of the United States of America. Except as set forth in this Section and except to the extent that the security interest in the Pledged Collateral would be required to be granted or perfected under the laws of any jurisdiction outside of the United States of America, the Obligors and no action is necessary to perfect 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 $5,000,000Agent's security interest.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, Lender in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority security interest interest, except Permitted Liens that would be prior to Liens in favor of the Lender as a matter of law, in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Liens. The taking of possession by the Administrative Agent Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect and establish the Administrative Agentfirst priority of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)Instruments. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable Obligor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent Lender of an agreement granting control to the Administrative Agent Lender over such Collateral, the Administrative Agent Lender shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,0001 Note: This tracks Dykema Opinion.

Security Interest/Priority. This Agreement creates a valid Lien and first priority security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured ObligationsParties, in the Collateral of such Obligor Grantor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdictionfiling, shall constitute a valid and perfected perfected, first priority security interest in such Collateral (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 UCCUCC (other than with respect to Fixtures that require filings or other recordations with the local real estate records), free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit AgreementPermitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking of possession by the 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 of the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments Instruments. With respect to any of the Pledged Equity that are uncertificated securities, Grantors shall register the Administrative Agent as the registered owner of any uncertificated securities (subject to Permitted Liens)if any) and the Administrative Agent will have a perfected first priority security interest in all such uncertificated securities pledged by it. With respect to any Collateral consisting of a Deposit Account, Security Securities Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts)Account, upon execution and delivery by the applicable ObligorGrantor, the bank or applicable Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement granting control to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected perfected, first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000.

Security Interest/Priority. This Upon receipt of the Pledge Approval, this Pledge Agreement creates will create a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the holders of the Secured ObligationsLenders, in the Collateral of such Obligor and, when Pledged Collateral. When properly perfected by taking possession by the Administrative Agent if the Administrative Agent has an office in Nevada or otherwise by a custodial agent of the Administrative Agent pursuant to the terms of the Custodian Agreement of the certificates representing the Pledged Equity Interest and all other certificates and instruments constituting Pledged Collateral the Administrative Agent shall have a first priority security interest in all certificated Pledged Equity Interest and such certificates and instruments to the extent such Pledged Collateral can be perfected by taking possession. When properly perfected by the filing a UCC-1 of UCC financing statement statements in the appropriate jurisdictionlocation of the Pledgor's state of organization, the Administrative Agent shall constitute have a valid and first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity Interest consisting of partnership or limited liability company interests that do not constitute Securities), a Security pursuant to Section 8-103(c) of the UCC to the extent such security interest Pledged Collateral can be perfected by the filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)a UCC financing statement. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Security Entitlement or assets any Pledged Collateral held in a Securities Account (in each caseAccount, other than Excluded Accounts), upon when properly perfected by the execution and delivery by the applicable ObligorPledgor, the bank or Securities Intermediary, as applicable, and the Administrative Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and first priority perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything Pledged Collateral to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall extent such Pledged Collateral can 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 $5,000,000perfected by Control.

Security Interest/Priority. This Agreement creates a valid security interest in the Collateral of such Grantor in favor of the Administrative Agent, for the benefit of the holders of Secured Parties, as collateral security for the Secured Obligations, in the Collateral free and clear of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, all Liens (other than Permitted Liens). The security interests granted pursuant to this Agreement shall constitute a valid and perfected first priority security interest interests (subject to Permitted Liens) in such all of the Collateral (including all uncertificated un-certificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), ) to the extent such security interests can be perfected as follows: (i) upon the filing by the Administrative Agent, for the benefit of the Secured Parties, of UCC financing statements (which are in appropriate form and describe the Collateral) with the appropriate offices in the appropriate states, of the Collateral with respect to which a security interest can be perfected by filing under one or more financing statements, (ii) upon the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession possession, delivery or control by the Administrative Agent Agent, for the benefit of the certificated securities (if any) evidencing Secured Parties, of the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s with respect to which a security interest can be perfected only by possession, delivery or control under the terms of the UCC or (iii) upon the taking of “control” (as defined in all Section 9-104 of the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to UCC) of any Collateral consisting of a Deposit Account, Security Entitlement Accounts or assets Securities Entitlements or held in a Securities Account (in each caseAccounts, other than Excluded Accounts), upon by the execution and delivery of control agreements by the applicable ObligorGrantor, the bank applicable Depository Bank or Securities Intermediary, as applicable, Intermediary and the Administrative Agent of an agreement Agent, granting control to the Administrative Agent 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 Administrative Agent shall have a valid and perfection of such Lien or the exercise of remedies in respect of such perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary Lien in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,000Pledged Equity as contemplated by this Agreement.

Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent, Agent for the ratable benefit of the holders of the Secured ObligationsLenders, in the Collateral of such Obligor and, when Pledged Collateral. When properly perfected by taking possession by the Administrative Agent (or an agent of the Administrative Agent) of the certificates (if any) representing the Pledged Equity Interest and all other certificates and instruments constituting Pledged Collateral the Administrative Agent shall have a first priority security interest in all certificated Pledged Equity Interest and such certificates and instruments to the extent such Pledged Collateral can be perfected by taking possession. When properly perfected by the filing a UCC-1 of UCC financing statement statements in the appropriate jurisdictionlocation of each Pledgor's state of organization, the Administrative Agent shall constitute have a valid and first priority perfected security interest in such Collateral (including all uncertificated Pledged Equity Interest consisting of partnership or limited liability company interests that do not constitute Securities), a Security pursuant to Section 8-103(c) of the UCC to the extent such security interest Pledged Collateral can be perfected by the filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 of the Credit Agreement. The taking of possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens)a UCC financing statement. With respect to any Pledged Collateral consisting of an Uncertificated Security or a Deposit Account, Security Entitlement or assets any Pledged Collateral held in a Securities Account (in each caseAccount, other than Excluded Accounts), upon when properly perfected by the execution and delivery by the applicable ObligorPledgor, the bank or Securities Intermediary, as applicable, and the Administrative Agent and the applicable Securities Intermediary or the applicable issuer of the Uncertificated Security of an agreement granting control Control to the Administrative Agent over such Pledged Collateral, the Administrative Agent shall have a valid and first priority perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything Pledged Collateral to the contrary in the foregoing, the Obligors and the Administrative Agent acknowledge and agree that no account control agreement shall extent such Pledged Collateral can 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 $5,000,000perfected by Control.

Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative AgentServicer, for the benefit of the holders of the Secured Obligations, in the Collateral of such Obligor and, when properly perfected by filing a UCC-1 financing statement in the appropriate jurisdiction, shall constitute a valid and perfected security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted by Section 7.2 8.2 of the Credit Loan Facility Agreement. The taking of possession by the Administrative Agent Servicer of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral (and any necessary endorsements) will perfect the Administrative AgentServicer’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments (subject to Permitted Liens). With respect to any Collateral consisting of a Deposit Account, Security Entitlement or assets held in a Securities Account (in each case, other than Excluded Accounts), upon execution and delivery by the applicable Obligor, the bank or Securities Intermediary, as applicable, and the Administrative Agent Servicer of an agreement granting control to the Administrative Agent Servicer over such Collateral, the Administrative Agent Servicer shall have a valid and perfected security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything to the contrary in the foregoing, the Obligors and the Administrative Agent Servicer acknowledge and agree that no account control agreement shall be required with respect to any Deposit Account or Securities Account that has a balance (or which holds assets with a fair market value) less than $5,000,00010,000,000.