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 granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest 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 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, 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 GrantorGrantor and (v) all appropriate filings having been made with the United States Copyright Office. Such 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, 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 by operation of law or otherwise as permitted under the Omnibus GuarantyCredit 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 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 granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest 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 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) subject to the terms of the Intercreditor Agreement, 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 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 (subject to Section 4.10 (Deposit Accounts; Control Accounts)) of a GrantorGrantor and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral, Collateral except for a pari passu security interest being simultaneously Liens granted to Goldman in connection with the Goldman MRA, First Lien Agent pursuant to the First Lien Pledge and except for customary permitted Security Agreement and Customary Permitted Liens having priority over the BuyerCollateral Agent's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyCredit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest 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 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 Account Control Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, and (iv) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a GrantorGrantor and (v) appropriate filings having been made with the United States Copyright Office. Such perfected 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 Permitted Liens having priority over the Buyer's Administrative Agent’s Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyLoan Agreement, Liens in favor of the Term 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 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 the Original Security Agreement and this Agreement shall constitute a valid and continuing perfected security interest in favor of Buyer 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 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 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 GrantorGrantor and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest 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 Liens Permitted Encumbrances having priority over the Buyer's Administrative Agent’s Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyCredit Agreement.

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 Buyer 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 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 Securitiescertificated 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 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, and (iv) the execution of Deposit Account Control Lockbox Agreements with respect to all Deposit Accounts Accounts, (v) all appropriate filings having been made with the United States Copyright Office and the United States Patent and Trademark Office, (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 consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a GrantorSupporting Obligation for any Collateral. 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 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 GuarantyCredit 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 Buyer 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 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 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 GrantorGrantor and (v) all appropriate filings having been made with the United States Copyright Office or the United States Patent & Trademark Office, in each case, to the extent required by this Agreement. Such security interest 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 Administrative Agent’s Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyCredit Agreement and the Orders.

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 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 Securitiescertificated 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 Account Control Agreements with respect to all Deposit Accounts of (other than the Cash Collateral Account) required to be subject to a Grantor. Such perfected security interest hereunder and (v) all appropriate filings having been made with the United States Copyright Office. With the exception of the subordination of the Junior Liens to the Senior Liens pursuant to this Agreement and the Intercreditor Agreement, such security 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 BuyerCollateral Agent's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyCredit 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 Buyer the Administrative Agent in all Collateral subject, for the Collateral for which perfection is governed by following Collateral, to the UCC upon occurrence of the 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 Buyer Administrative Agent in completed and duly executed authorized form), (ii) with respect to any deposit account, the delivery to the Buyer execution of all Collateral consisting of Instruments Control Agreements, and Certificated Securities, in each case properly endorsed for transfer to the Buyer or in blank, (iii) in the execution case of Securities Account Control Agreements with respect electronic chattel paper, the completion of all steps necessary to Investment Property not in certificated form, and (iv) grant control to the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a GrantorAdministrative Agent over such electronic chattel paper. Such security interest 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 Permitted Liens having priority over the Buyer's Administrative Agent’s Lien pursuant to the applicable Governing Agreement or 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 Omnibus GuarantyLien granted hereunder on the Collateral have been duly taken.

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.

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 Agreement shall constitute a valid and continuing perfected security interest 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 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 Account Control Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, and (iv) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a GrantorGrantor and (v) appropriate filings having been made with the United States Copyright Office. Such perfected 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 Permitted Liens having priority over the Buyer's Administrative Agent’s Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Omnibus GuarantyLoan 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 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.