Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interest granted pursuant to this Agreement will constitute a valid and continuing perfected security interest in favor of the Trustee, for the ratable benefit of the Holders, in the Collateral existing as of the date hereof for which perfection is governed by the Uniform Commercial Code upon (i) the completion of the filings and other actions specified on Schedule C hereto (which have been delivered to the Trustee in completed form) and (ii) proof of the delivery to the Trustee of each Security Certificate described in Section 2(i) below, in each case together with an executed irrevocable proxy (in the form of Exhibit B hereto) and an undated partnership/limited liability company/stock/trust power executed in blank (in the form of Exhibit C hereto). Such security interest will be prior to all other Liens on the Collateral except for Permitted Liens which have priority over the Lien of this Agreement by operation of law or otherwise as permitted under the Indenture or the Intercreditor Agreement.