Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour of the Collateral Agent in the Collateral for which perfection is governed by the PPSA or filing with CIPO upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, 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 Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all deposit accounts of the Debtor as specified in Section 3.8(a)(i) hereto, (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit right. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favour favor of the Collateral Agent Buyer in the Collateral for which perfection is governed by the PPSA or filing with CIPO UCC upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the PPSAUCC, 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 Collateral Agent Buyer in completed and duly executed form), (ii) the delivery to the Collateral Agent Buyer of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent Buyer or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, and (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all deposit accounts Deposit Accounts of the Debtor as specified in Section 3.8(a)(i) hereto, (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit righta Grantor. Such security interests interest shall be prior to all other Liens on the Collateral Collateral, except for Customary Permitted a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Liens having priority over the Collateral Agent’s Liens Buyer's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted hereunder or under the Credit AgreementOmnibus Guaranty.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favour favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSAUCC, 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 Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all deposit accounts Deposit Accounts of the Debtor as specified in Section 3.8(a)(i) hereto, a Grantor and (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person United States Copyright Office. Except with respect to each letter-of-credit right. Such the subordination of the Parties' interest in the Indenture Collateral, such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens 's Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour of the Collateral Agent in the Collateral for which perfection is governed by the PPSA or filing with CIPO upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, 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 Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all deposit accounts of the Debtor as specified in Section 3.8(a)(i) hereto, (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit right. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour of the Collateral Agent in the Collateral for which perfection is governed by the PPSA or filing with CIPO upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, 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 Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all deposit accounts of the Debtor as specified in Section 3.8(a)(i) hereto, (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit right. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favour favor of the Collateral Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSAUCC, 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 Collateral Agent in completed and duly executed form), (ii) subject to the terms of the Intercreditor Agreement, the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all deposit accounts Deposit Accounts (subject to Section 4.10 (Deposit Accounts; Control Accounts)) of the Debtor as specified in Section 3.8(a)(i) hereto, a Grantor and (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit rightUnited States Copyright Office. Such security interests interest shall be prior to all other Liens on the Collateral except for Liens granted to the First Lien Agent pursuant to the First Lien Pledge and Security Agreement and Customary Permitted Liens having priority over the Collateral Agent’s Liens 's Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted ----------------------- pursuant to this Security Agreement shall will constitute a valid and continuing perfected security interests interest in favour favor of the Collateral Agent Secured Party in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSA, 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 Agent Secured Party in completed and duly executed form), (ii) the delivery to the Collateral Senior Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Senior Agent or in blank, (iii) the execution of Collateral Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Collateral Account Letter Control Agreements with respect to all deposit accounts of Deposit Accounts (other than the Debtor as specified in Section 3.8(a)(i) heretoCash Collateral Account), and (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit rightUnited States Copyright Office. Such security interests shall interest will be prior to all other Liens on the Collateral except for (x) the Liens of the Senior Agent securing the Senior Loan Obligations and (y) Customary Permitted Liens having which have priority over the Collateral Agent’s Liens Secured Party's Lien by operation of law or otherwise as permitted hereunder or under the Subordinated Credit Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour favor of the Collateral Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSAUCC, 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 Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all deposit accounts Deposit Accounts of the Debtor a Grantor as specified in Section 3.8(a)(i4.7(a)(i) hereto, (v) all appropriate filings having been made with CIPO the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letterLetter-of-credit rightCredit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favour favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSAUCC, 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 Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all deposit accounts certain Deposit Accounts of the Debtor as specified in Section 3.8(a)(i) hereto, a Grantor and (v) all appropriate filings having been made with CIPO and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit rightUnited States Copyright Office. Such perfected security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens by operation of law or otherwise Lien as permitted hereunder or under the Credit Loan Agreement, Liens in favor of the Term Facility Secured Parties subject to the provisions of the Intercreditor Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSA, 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 Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral 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 a Blocked Account Letter with respect to all deposit accounts Deposit Accounts of the Debtor a Grantor as specified in Section 3.8(a)(i4.7(a)(i) hereto, (v) all appropriate filings having been made with CIPO the United States Copyright Office and (vi) the receipt by the Collateral Administrative Agent of the consent of the issuer or nominated person with respect to each letterLetter-of-credit rightCredit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s 's Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favour favor of the Collateral Agent in the Collateral for which perfection is governed by the PPSA UCC or filing with CIPO 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 PPSAUCC, 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 Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all deposit accounts Deposit Accounts of the Debtor a Grantor as specified in Section 3.8(a)(i4.7(a)(i) hereto, (v) all appropriate filings having been made with CIPO the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letterLetter-of-credit rightCredit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.