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 Buyer in the Collateral for which perfection is governed by the UCC 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 Buyer in completed and duly executed form), (ii) the delivery to the Buyer of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer or in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor. Such security interest shall be prior to all other Liens on the Collateral, except for 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 Buyer's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus Guaranty.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor favour of Buyer the Collateral Agent in the Collateral for which perfection is governed by the UCC 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 UCCPPSA, 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 Buyer Collateral Agent in completed and duly executed form), (ii) the delivery to the Buyer Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer Collateral Agent or in blank, (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts deposit accounts of a Grantorthe 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 interest interests shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Customary Permitted Liens having priority over the Buyer's Lien pursuant to the applicable Governing Agreement or Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Omnibus GuarantyCredit 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 favour of Buyer the Collateral Agent in the Collateral for which perfection is governed by the UCC 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 UCCPPSA, 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 Buyer Collateral Agent in completed and duly executed form), (ii) the delivery to the Buyer Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer Collateral Agent or in blank, (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts deposit accounts of a Grantorthe 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 interest interests shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Customary Permitted Liens having priority over the Buyer's Lien pursuant to the applicable Governing Agreement or Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Omnibus GuarantyCredit 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 favour of Buyer the Collateral Agent in the Collateral for which perfection is governed by the UCC 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 UCCPPSA, 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 Buyer Collateral Agent in completed and duly executed form), (ii) the delivery to the Buyer Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer Collateral Agent or in blank, (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts deposit accounts of a Grantorthe 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 interest interests shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Customary Permitted Liens having priority over the Buyer's Lien pursuant to the applicable Governing Agreement or Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Omnibus GuarantyCredit 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 Buyer the Administrative Agent 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 Buyer Administrative Agent in completed and duly executed form), (ii) the delivery to the Buyer Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer Administrative Agent or in blank, (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a GrantorGrantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Administrative Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. Such security interest interests shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Customary Permitted Liens having priority over the BuyerAdministrative Agent's Lien pursuant to the applicable Governing Agreement or Liens by operation of law or otherwise as permitted hereunder or under the Omnibus GuarantyCredit 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 Buyer the Collateral Agent 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 Buyer Collateral Agent in completed and duly executed form), (ii) the delivery to the Buyer Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Buyer Collateral Agent or in blank, (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a GrantorGrantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with 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 Letter-of-Credit Right that is not a Supporting Obligation. Such security interest interests shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Customary Permitted Liens having priority over the Buyer's Lien pursuant to the applicable Governing Agreement or Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Omnibus GuarantyCredit Agreement.

Perfection and Priority. The security interest granted ----------------------- pursuant to this Security Agreement shall will constitute a valid and continuing perfected security interest in favor of Buyer the Secured Party 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 Buyer Secured Party in completed and duly executed form), (ii) the delivery to the Buyer Senior Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Buyer Senior Agent or in blank, (iii) the execution of Securities Collateral Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit Collateral Account Control Agreements with respect to all Deposit Accounts of a Grantor(other than the Cash Collateral Account), and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest shall will be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously granted to Goldman in connection with (x) the Goldman MRA, Liens of the Senior Agent securing the Senior Loan Obligations and except for customary permitted (y) Customary Permitted Liens having which have priority over the BuyerSecured Party's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantySubordinated Credit Agreement.