definiens: ( as defined in Section 1 - 201(44 ) o f the NYUCC and for purposes of NYUCC Section 9 - 203(b)(1 ) ) in exchange for granting a security inte rest in the collateral . Further, with regard to our opinion in paragraphs 7 and 8 below, we express no opinion as to the accuracy or sufficiency of the description o f the collateral in the Security Documents or the Financi ng Statements ( including without limitation with re spect to commercial tort claims ) and no opinion as to any pr operty or transactions excluded from coverage under or of a type not subject to Article 8 or Article 9 of the N YUCC, including, without limitation, pursuant to Se ction 9 - 109 of either the NYUCC . Furthermore, we express no opi nion as to ( i ) any document, instrument or agreemen t not expressly defined as a Transaction Document in this opinion, or ( ii ) the creation, existence, validity, attachment, perfection, priority, or enforceability of any secu rity interest, lien, charge or other encumbrance un der any Transaction Document ( other than as expressly set f orth in paragraphs 3, 5, 7 and 8 below )