Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized form), (ii) the delivery to the Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or in blank and (iii) in the case of all Collateral in which a security interest may be perfected by filing with the United States Copyright Office, the recordation of all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for Liens having priority over the Administrative Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.

Perfection and Priority. (a) The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in the Collateral for which perfection is governed by the UCC UCC, recorded with the United States Patent and Trademark Office, or filing recorded with the United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) [_] to the Perfection Certificate (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized executed form), (ii) the delivery to the Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or in blank and blank, (iii) in the case delivery to the Administrative Agent of all control (within the meaning of UCC Section 8-106) over Collateral in which a security interest may be perfected by filing with the United States Copyright Office, the recordation consisting of Pledged Uncertificated Securities and (iv) all appropriate filings having been made with the United States Patent and Trademark Office and the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for other than Liens having priority over the Administrative Agent’s Lien by operation of law or otherwise as permitted under Section 6.02 of the Credit Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Administrative Collateral Agent in the rights of such Grantor in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Collateral Agent in completed and duly authorized executed form), (ii) the delivery to the Administrative Collateral Agent of all Pledged Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank and (iii) in the case of all Collateral in which a security interest may be perfected by filing with the United States Copyright Office, the recordation of all appropriate filings having been made with the United States Copyright Office. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Collateral Agent’s Lien Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement or the Intercreditor Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized executed form), (ii) the delivery to the Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank and blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the case execution of all Deposit Account Control Agreements with respect to Deposit Accounts (other than the Cash Collateral in which Account) required to be subject to a perfected security interest may be perfected by filing with the United States Copyright Office, the recordation of hereunder and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.