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 the Administrative Agent 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office Office, as applicable, upon (ia) 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 Administrative Collateral Agent in completed and duly executed form), (iib) the delivery to the Administrative Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iiic) the execution of Securities Account Control Agreements with respect to Investment Property named therein not in certificated form, (ivd) the PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. execution of Deposit Account Control Agreements with respect to all Deposit Accounts named therein of a Grantor and (ve) with respect to Intellectual Property arising under the laws of the United States, to the extent that any Requirement of Law for a security interest’s obtaining priority over the rights of a lien creditor with respect to Intellectual Property preempts Section 9-310(4) of the UCC, all appropriate filings having been made with the United States Copyright OfficeOffice and the USPTO, as applicable. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Collateral Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor 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 the Administrative 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 Administrative Collateral Agent in completed and duly executed form), (ii) the delivery to the Administrative Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a Grantor and as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office. Except Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to the subordination of the Parties' interest in the Indenture Collateral, such 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 except for Customary Permitted Liens having priority over the Administrative Collateral Agent's Lien ’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to the Original Security Agreement and this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Collateral Agent 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 Administrative Collateral Agent in completed and duly executed form), (ii) subject to the terms of the Intercreditor Agreement, the delivery to the Administrative Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Collateral 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 Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (subject to Section 4.10 (Deposit Accounts; Control Accounts)) of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security 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 Administrative Collateral Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor 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 the Administrative Agent in the Collateral (other than (A) Letters of Credit Rights not constituting Supporting Obligations, (B) cash or Cash Equivalents held in any Deposit Accounts other than any Cash Collateral Account, (C) Securities held in any Securities Accounts and (D) Vehicles) 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 and payment of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly executed form)filing fees, (ii) the delivery execution of a control agreement executed by the Grantor, the Administrative Agent and Citibank, N.A. with respect to the “Citicorp USA, Inc. – [Affiliated Computer Services, Inc.] Cash Collateral Account”, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) in the execution case of Securities Account Control Agreements with respect to Investment Property not in certificated formCopyrights, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor Trademarks and (v) Patents, all appropriate filings with respect thereto having been made with the United States Copyright Office or with the United States Patent and Trademark Office, as applicable. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC UCC, or in which a security interest may be perfected by 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 scheduleschedule that are required to be executed and delivered by a Grantor, have been delivered to the Administrative Agent in properly completed and duly executed or authenticated form), (ii) in the delivery to the Administrative Agent case of all Collateral consisting of Instruments and Certificated SecuritiesSecurities to be pledged pursuant to the terms of this Agreement, the Administrative Agent taking possession of such Instruments and Certificated Securities in each case properly endorsed for transfer to the Administrative Agent or in blank, blank and the keeping of such Collateral in New York State by the Administrative Agent (iii) in the execution case of Securities Account Control Agreements any PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION Copyrights registered with respect the United States Copyright Office and for which the Grantors are required to Investment Property not in certificated form, provide a copyright security agreement or IP Security Agreement Supplement pursuant to Section 4.7 (ivi) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) j), all appropriate filings having been made with the United States Copyright Office. Except Office with respect to such Copyrights. Upon taking the subordination of the Parties' interest applicable action set forth in the Indenture Collateralclauses (i), (ii), or (iii) above, such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law Law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral (other than any Deposit Account which is not a Cash Collateral Account) 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 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 and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The Upon entry of the Interim Order (or the Final Order, as applicable) by the Bankruptcy Court (in the case of the Debtors only), the security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or 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 scheduleschedule (which shall not include any filings or actions with respect to Designated Collateral), have been delivered to the Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office or the United States Patent & Trademark Office. Except with respect , in each case, to the subordination of the Parties' interest in the Indenture Collateral, such extent required by this Agreement. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreementand the Orders.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ia) 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 Administrative Agent in completed and duly executed form), (iib) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, if any, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iiic) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (ivd) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (ve) all appropriate filings having been made with the United States Copyright Office. Except Office with respect to the subordination of the Parties' interest registered copyrights and copyright applications in the Indenture Collateral, such United States. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, (iv) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such perfected security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Loan Agreement, Liens in favor of the ABL Facility Secured Parties subject to the provisions of the Intercreditor 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 the Administrative 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 Administrative Collateral Agent in completed and duly executed form), (ii) the delivery to the Administrative Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Collateral Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a Grantor and as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office. Except Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to the subordination of the Parties' interest in the Indenture Collateral, such 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 except for Customary Permitted Liens having priority over the Administrative Collateral Agent's Lien ’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of (other than the Cash Collateral Account) required to be subject to a Grantor perfected security interest hereunder and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the 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 Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, (iv) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such perfected security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement or Loan Agreement, Liens in favor of the Term Facility Secured Parties subject to the provisions of the Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit 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 or with the United States Patent and Trademark Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute constitutes a valid and continuing perfected security interest in favor of the Administrative Agent in all Collateral subject, for the Collateral for which perfection is governed by following Collateral, to the UCC or filing with occurrence of the United States Copyright Office upon following: (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) in Section 12 of the Perfection Certificate (which, in the case of all filings and other documents referred to on such schedulePerfection Certificate, have been delivered to the Administrative Agent in completed and duly executed authorized form), (ii) with respect to any deposit account, the delivery execution of Control Agreements, and (iii) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of over such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Officeelectronic chattel paper. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Debt Instruments, the delivery thereof to the Administrative Agent of such Pledged Debt Instruments consisting of instruments, properly endorsed for transfer to the Administrative Agent or in blank, (ii) in the case of all other instruments and tangible chattel paper that are not Pledged Debt Instruments, the delivery thereof to the Administrative Agent of such instruments and tangible chattel paper. Except as permitted under set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Credit Agreement or Intercreditor AgreementLien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement shall (other than in (x) Proceeds, to the extent such a security interest may be perfected under the UCC only by possession and (y) Vehicles) will constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or achieved by filing with the United States Copyright Office or 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements substantially in the form of Annex 2 (with such changes as may be agreed to by the Administrative Agent) with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Lockbox Agreements with respect to all Deposit Accounts of a Grantor and Accounts, (v) all appropriate filings having been made with the United States Copyright Office and the United States Patent and Trademark Office. Except , (vi) compliance with applicable perfection requirements, if any, of the laws of jurisdictions other than the United States or Canada and (vii) with respect to any Letter of Credit Rights, the subordination consent to the assignment of proceeds of the Parties' interest relevant letter of credit by the issuer or any nominated person in respect thereof, except to the Indenture extent that such Letter of Credit Right is a Supporting Obligation for any Collateral, such . Such security interest shall will be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent 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 Administrative Agent in completed and duly executed authorized form), (ii) the delivery to the Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated SecuritiesSecurities required to be delivered to the Administrative Agent by the terms hereof, in each case properly endorsed for transfer to the Administrative Agent or in blank, blank and the keeping of such Collateral in New York State by the Administrative Agent (iii) in the execution case of Securities Account Control Agreements all Collateral in which a security interest may be perfected by filing with respect to Investment Property not in certificated formthe United States Copyright Office, (iv) the execution recordation of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent's ’s Lien by operation of law or otherwise as permitted under the Credit Agreement Agreement. Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States of America for the purpose of perfecting the security interest in any Collateral (to which Article 9 of the applicable UCC is applicable) of such Grantor constituting Patents, Trademarks or Intercreditor AgreementCopyrights or any other assets.

Perfection and Priority. The security interest granted pursuant to this Agreement shall will constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or or, with respect to registered Copyrights, 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 in the appropriate offices 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 Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (iii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit 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. Except with respect to the subordination of the Parties' interest in the Indenture Collateral, such Such security interest shall will be prior to all other Liens on the Collateral except for Customary Permitted Liens having which have priority over the Administrative Agent's Lien by operation of law or otherwise as permitted under the Credit Agreement or Intercreditor Agreement.