Common use of Priority of Lien Clause in Contracts

Priority of Lien. Pursuant to that certain Pledge and Security Agreement dated as of February 4, 2004 (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 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"; and together with the First Lien Security Agreement, the "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 rights in the Securities Account referred to 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 the Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Collateral Agent shall have a first priority security interest in the Securities Account and the Second Collateral Agent shall have a second priority security interest in 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 the 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 428, 2004 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")“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 First Second Lien Collateral Agent, and that certain Pledge and Security Agreement dated as of February 4, 2004 Agent (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 AGREEMENTS"“Security Agreement”), 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 the 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 the such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in the 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 the such Securities Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Pledge and Security Agreement dated as of February 4, 2004 (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 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"; and together with the First Lien Security Agreement, the "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 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 the Securities Deposit Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Collateral Agent shall have a first priority security interest in the Securities Deposit Account and the Second Collateral Agent shall have a second priority security interest in the Securities 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 the Securities Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Pledge First Lien Guarantee and Security Collateral Agreement dated as of February 4[ ], 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "FIRST LIEN SECURITY AGREEMENT")2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Pledge Second Lien Guarantee and Security Collateral Agreement dated as of February 4[ ], 2004 2007 (as amended, restated, supplemented or otherwise modified from time to timecollectively, the "SECOND LIEN SECURITY AGREEMENT"; and together with the First Lien “Security Agreement, the "SECURITY AGREEMENTS"Agreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a separate 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 the 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 the Securities Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in the Securities 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 the Securities Deposit Account and hereby acknowledges and consents to such liens.

Priority of Lien. Pursuant to that certain Pledge First Lien Guarantee and Security Collateral Agreement dated as of February 4[ ], 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "FIRST LIEN SECURITY AGREEMENT")2007, among the Debtor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Pledge Second Lien Guarantee and Security Collateral Agreement dated as of February 4[ ], 2004 2007 (as amended, restated, supplemented or otherwise modified from time to timecollectively, the "SECOND LIEN SECURITY AGREEMENT"; and together with the First Lien “Security Agreement, the "SECURITY AGREEMENTS"Agreements”), among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor has granted a separate 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 the 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 the such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in the 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 the 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 4December [___], 2004 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "FIRST LIEN SECURITY AGREEMENT"“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 4June 24, 2004 2005, and amended as of July 8, 2005 (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 AGREEMENTS"“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 Agent, and the Second Lien Collateral Agent's ’s security interest in the 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 the such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in the 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 the 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 4December [___], 2004 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "FIRST LIEN SECURITY AGREEMENT"“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 4June 24, 2004 2005, and amended as of July 8, 2005 (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 AGREEMENTS"“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 the 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 the Securities Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in the Securities 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 the Securities 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 428, 2004 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")“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 First Second Lien Collateral Agent, and that certain Pledge and Security Agreement dated as of February 4, 2004 Agent (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 AGREEMENTS"“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 and the Second Lien Collateral Agent's ’s security interest in the Securities such 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 the Securities such Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in the Securities such 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 the Securities such 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 4December [___], 2004 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "FIRST LIEN SECURITY AGREEMENT"“First Lien Security Agreement”), among the DebtorPledgor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Second Lien Pledge and Security Agreement dated as of February 4June 24, 2004 2005, and amended as of July 8, 2005 (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 AGREEMENTS"“Security Agreements”), among the DebtorPledgor, the other grantors party thereto and the Second Lien Collateral Agent, the Debtor Pledgor has granted a security interest in all of the Debtor's Pledgor’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 ’s security interest in the Securities Accountsuch Pledged 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 the Securities Account such Pledged Shares and the Second Lien Collateral Agent shall have a second priority security interest in the Securities Account such 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 the Securities Account such Pledged Shares 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 428, 2004 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")“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 First Second Lien Collateral Agent, and that certain Pledge and Security Agreement dated as of February 4, 2004 Agent (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 AGREEMENTS"“Security Agreement”), 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 and the Second Lien Collateral Agent's ’s security interest in the Securities such 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 the Securities such Deposit Account and the Second Lien Collateral Agent shall have a second priority security interest in the Securities such 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 the Securities such Deposit Account and hereby acknowledges and consents to such liens.