Common use of Priority of Lien Clause in Contracts

Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 28, 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28, 2007 among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreement”), the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security interest in such Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Account in accordance with the Intercreditor Agreement. The Securities Intermediary hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge Guarantee and Security Collateral Agreement dated as of February 28[ ], 2007 2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amendedAgent, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge Guarantee and Security Collateral Agreement dated as of February 28[ ], 2007 (collectively, the “Security Agreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreement”)Agent, the Debtor has granted a separate security interest in all of the Debtor’s rights in the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security interest in such Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Account in accordance with the Second Lien Intercreditor Agreement. The Securities Intermediary hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 284, 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28"FIRST LIEN SECURITY AGREEMENT"), 2007 among the Debtor, the other grantors party thereto and the Second First Lien Collateral Agent Agent, and that certain Pledge and Security Agreement dated as of February 4, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”"SECOND LIEN SECURITY AGREEMENT"; and together with the First Lien Security Agreement, the “Security Agreement”"SECURITY AGREEMENTS"), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a security interest in all of the Debtor’s 's rights in the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s 's security interest in such the Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such the Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in such the Securities Account in accordance with the Intercreditor Agreement. The Securities Intermediary hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such the Securities Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge Guarantee and Security Collateral Agreement dated as of February 28[ ], 2007 2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amendedAgent, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge Guarantee and Security Collateral Agreement dated as of February 28[ ], 2007 (collectively, the “Security Agreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreement”)Agent, the Debtor has granted a separate security interest in all of the Debtor’s rights in the Securities Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary Financial Institution are entering into this Agreement to perfect each of the First Lien Collateral Agent Agent’s and the Second Lien Collateral Agent’s security interest in such Securities the Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities the Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities the Deposit Account (which relationship between the Collateral Agents is set forth in accordance with the Second Lien Intercreditor Agreement). The Securities Intermediary Financial Institution hereby acknowledges that it has received notice of the respective security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities the Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 284, 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28"FIRST LIEN SECURITY AGREEMENT"), 2007 among the Debtor, the other grantors party thereto and the Second First Lien Collateral Agent Agent, and that certain Pledge and Security Agreement dated as of February 4, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”"SECOND LIEN SECURITY AGREEMENT"; and together with the First Lien Security Agreement, the “Security Agreement”"PLEDGE AND SECURITY AGREEMENTS"), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a security interest in all of the Debtor’s 's rights in the Securities Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary Financial Institution are entering into this Agreement to perfect each of the First Lien Collateral Agent Agent's and the Second Lien Collateral Agent’s 's security interest in such Securities the Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities the Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities the Deposit Account (which relationship between the Collateral Agents is set forth in accordance with the Intercreditor Agreement). The Securities Intermediary Financial Institution hereby acknowledges that it has received notice of the respective security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities the Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 28, 2007 2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28, 2007 2007, among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreement”), the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary Financial Institution are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security interest in such Securities Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Deposit Account in accordance with the Intercreditor Agreement. The Securities Intermediary Financial Institution hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Amended and Restated First Lien Pledge and Security Agreement dated as of February 28December [___], 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) ), among the Pledgor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Second Lien Pledge and Security Agreement dated as of February 28June 24, 2007 among the Debtor2005, the other grantors party thereto and the Second Lien Collateral Agent amended as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security AgreementAgreements”), among the Debtor Pledgor, the other grantors party thereto and the Second Lien Collateral Agent, the Pledgor has granted a security interest in all of the DebtorPledgor’s rights in the Securities Account Pledged Shares referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor Pledgor and the Securities Intermediary Issuer are entering into this Agreement to perfect each of the First Lien Collateral Agent Agent, and the Second Lien Collateral Agent’s security interest in such Securities AccountPledged Shares. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Account Pledged Shares and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Account Pledged Shares in accordance with the Intercreditor Agreement. The Securities Intermediary Issuer hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account Pledged Shares and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Amended and Restated First Lien Pledge and Security Agreement dated as of February 28December [___], 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) ), among the Debtor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Second Lien Pledge and Security Agreement dated as of February 28June 24, 2007 among the Debtor2005, the other grantors party thereto and the Second Lien Collateral Agent amended as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security AgreementAgreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to perfect each of the First Lien Collateral Agent Agent, and the Second Lien Collateral Agent’s security interest in such Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Account in accordance with the Intercreditor Agreement. The Securities Intermediary hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Amended and Restated First Lien Pledge and Security Agreement dated as of February 28December [___], 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) ), among the Debtor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Second Lien Pledge and Security Agreement dated as of February 28June 24, 2007 among the Debtor2005, the other grantors party thereto and the Second Lien Collateral Agent amended as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security AgreementAgreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary Financial Institution are entering into this Agreement to perfect each of the First Lien Collateral Agent Agent’s, and the Second Lien Collateral Agent’s security interest in such Securities the Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities the Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities the Deposit Account (which relationship between the Collateral Agents is set forth in accordance with the Intercreditor Agreement). The Securities Intermediary Financial Institution hereby acknowledges that it has received notice of the respective security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities the Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 28, 2007 2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28, 2007 2007, among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security AgreementAgreements”), the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Deposit Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary Financial Institution are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security interest in such Securities Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Deposit Account in accordance with the Intercreditor Agreement. The Securities Intermediary Financial Institution hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Deposit Account and hereby acknowledges and consents to such liens.