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 Collateral Trustee in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Trustee in completed and duly executed form), (ii) the delivery to the Collateral Trustee of all Collateral consisting of certificated securities, in each case properly endorsed for transfer to the Collateral Trustee or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (other than any Cash Collateral Account) and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest will be prior to all other Liens on the Collateral except for Permitted Liens.

Perfection and Priority. The security interest granted ----------------------- pursuant ----------------------- to this Agreement will constitute a valid and continuing perfected security interest in favor of the Collateral Trustee in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Trustee in completed and duly executed form), (ii) the delivery to the Collateral Trustee of all Collateral consisting of certificated securities, in each case properly endorsed for transfer to the Collateral Trustee or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (other than any Cash Collateral Account) and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest will be prior to all other Liens on the Collateral except for Permitted Liens.

Perfection and Priority. The security interest granted pursuant ----------------------- to this Agreement will shall constitute a valid and continuing perfected security interest in favor of the Collateral Trustee Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (4 which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Trustee Administrative Agent of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to the Collateral Trustee Administrative Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (other than any Cash Collateral Account) and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest will shall be prior to all other Liens on the Collateral except for Permitted LiensLiens having priority over the Administrative Agent’s Lien by operation of law or otherwise, as permitted under this Agreement or any other Loan Documents.

Perfection and Priority. The security interest granted pursuant ----------------------- to this Agreement will constitute a valid and continuing perfected security interest in favor of the Collateral Trustee in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Trustee in completed and duly executed form), (ii) the delivery to the Collateral Trustee of all Collateral consisting of certificated securities, in each case properly endorsed for transfer to the Collateral Trustee or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (other than any Cash Collateral Account) and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest will be prior to all other Liens on the Collateral except for Permitted Liens.

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

Perfection and Priority. The security interest granted ----------------------- pursuant ----------------------- to this Agreement will constitute a valid and continuing perfected security interest in favor of the Collateral Trustee Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Trustee Agent in completed and duly executed form), (ii) the delivery to the Collateral Trustee Agent of all Collateral consisting of certificated securities, in each case properly endorsed for transfer to the Collateral Trustee Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (other than any Cash Collateral Account) and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest will be prior to all other Liens on the Collateral except for Permitted Liens.