Common use of Binding Obligations; Perfected Liens Clause in Contracts

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of the Mortgages, in each case, in the appropriate filing offices, and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than enforceable, and, (i) to the extent that the same may be perfected by the filing of a financing statement under the Uniform Commercial Code, subject only to the filing of such financing statements in respect of motor vehicles that are subject to a certificate of titlethe appropriate filing offices, (ii) moneywith respect to certificates evidencing any of the Equity Interests of each Domestic Subsidiary and First-Tier Foreign Subsidiary of a Loan Party required to be pledged pursuant to the Guaranty and Security Agreement, to the extent those certificates have been delivered to Agent, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those to the extent that the same may be perfected by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at short-form security agreements with the United States Patent and Trademark Office, Office or the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case Office, subject only to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation filing of the Mortgages, in each case, such short-form security agreements in the appropriate of those filing offices, and first priority Liens(iv) with respect to Deposit Accounts and Securities Accounts of a Loan Party required to be pledged pursuant to the Guaranty and Security Agreement, subject only to the extent a Control Agreement has been entered into with respect thereto, perfected Liens and are prior to all other Liens on the Collateral, other than Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ ' rights generally; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable). (b) Agent’s 's Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that that, by the terms of the Guaranty and Security Documents Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement and Section 7(k)(iv) of the Canadian Guarantee and Security Agreement), and and, subject only to (i) the filing of financing statements, (ii) any applicable the recordation of any applicable Canadian the Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings)if any, and (iii) any applicable the recordation of the Mortgages, if any, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles (whether enforcement is sought by proceedings in equity or at law) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected and will be (other than with respect to Excluded Assets): (i) in respect of motor vehicles that are subject to a certificate of title, validly created; (ii) moneyperfected (to the extent required under the Loan Documents) (A) with respect to ABL Priority Collateral, upon the (iiiI) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that by the terms execution and delivery of the Security Documents are required Control Agreements with respect to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject (other than Excluded Accounts) as contemplated by the Loan Documents and (II) the filing of financing statements and (B) with respect to a the Secured Notes Priority Collateral, upon the (I) execution and delivery of Control Agreement Agreements with respect to Deposit Accounts and Securities Accounts (other than Excluded Accounts) as permitted contemplated by Section 7(k)(iv) of the US Guaranty and Security Agreement)Loan Documents, and subject only to (iII) the filing of financing statements, (ii) any applicable recordation the filing of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at intellectual property security agreements with the United States Patent and Trademark Office, Office and/or the United States Copyright Office or Office, the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of Mortgages and the filing and recording of Vessel Fleet Mortgages, in each case, in the appropriate filing officesoffices and the payment of the associated filing or recordation fees (provided that it is acknowledged that the Liens shall not be perfected with respect to any non-U.S. copyrights, patents or trademarks), and (III) the taking of possession or control by the Agent or the collateral agent under Secured Notes Documents of the Collateral with respect to which a security interest may be perfected only by possession or control in each case under this clause (ii), to the extent such Liens can be perfected by such actions, and (iii) to the extent perfected as set forth in clause (ii) above, first priority Liensin and upon the ABL Priority Collateral and, subject in the case of Secured Notes Priority Collateral, the priority set forth in the Intercreditor Agreement (subject, in each case, only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or and the interests of lessors under Capital Leasesrelative priorities thereof).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly createdcreated Liens. Agent’s Liens will be perfected, perfected (other than first priority Liens, subject as to priority only to the Permitted Liens that have priority by operation of law, upon (i) in respect the case of motor vehicles that are subject to all Collateral in which a certificate security interests may be perfected by filing a financing statements under the Code, the filing of titlethe UCC financing statement naming such Borrower or Guarantor as “debtor” and Agent as “secured party” in the filing offices set forth opposite such Borrower’s or Guarantor’s name on Schedule 4.4(b), (ii) moneywith respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, the execution of a Control Agreement, (iii) in the case of U.S. copyrights, trademarks and patents to the extent that UCC financing statements may be insufficient to establish the rights of a secured party as to certain parties, the recording of the appropriate filings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations (other than supporting obligationsas defined in the Code), (iv) commercial tort claims (other than those that the execution by the terms issuer or any nominated person of the Security Documents are required an agreement granting control to be perfected)Agent over such letter-of-credit rights, and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) in the case of the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreementelectronic chattel paper, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect completion of steps necessary to intellectual property (in each case grant control to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of the Mortgages, in each case, in the appropriate filing offices, and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital LeasesAgent over such electronic chattel paper.

Binding Obligations; Perfected Liens. (a) Each Loan Document (upon its execution and delivery in accordance with the terms hereof) has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Except to the extent set forth on Schedule 4.15 with respect to any Gaming Collateral (provided that this exception shall cease to apply as to any Gaming Collateral when the requisite approvals to create a security interest in such Gaming Collateral as set forth on such Schedule 4.15 have been obtained), Agent’s Liens on the Collateral are validly created, perfected (other than (i) in respect of motor vehicles equipment that are is subject to a certificate of title and as to which Agent has not caused its Lien to be noted on the applicable certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not required to be subject to a Control Agreement as permitted by Section 7(k)(iv) control agreement pursuant to the terms of the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings)Loan Documents, and (iii) any applicable prior to the date they are required to be made, or otherwise delivered to Agent for filing or recordation, pursuant to the terms of the Loan Documents, other filings, recordings or other actions necessary to perfect Liens granted to Agent and subject only to the filing of financing statements and the recordation of the Mortgages, in each case, in the appropriate filing offices, and the possession of any Collateral as to which the Code requires possession in order to be perfected), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted by operation of law or contract would have priority over the Liens securing the Obligations. For the avoidance of doubt, upon the approval by the applicable Gaming Authorities, Agent’s Liens on the applicable Gaming Collateral shall be validly created, perfected and first priority Liens, permitted purchase money Liens, subject only to Permitted Liens which by operation of law or contract would have priority over the interests of lessors under Capital LeasesLiens securing the Obligations.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens with respect to the Collateral are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, and (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not required to be subject to a Control Agreement as permitted by Section 7(k)(iv) pursuant to this Agreement or any of the US Guaranty and Security Agreement)other Loan Documents, and subject only to and are (i) or, upon the filing of financing statements, (ii) any applicable the recordation of any applicable Canadian Copyright Intellectual Property Security Agreement (as defined in the Security Agreement), and the Canadian Trademark Security Agreementrecordation of the Mortgages), and and intellectual property filings, entry into of Control Agreements and the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office taking of possession by Agent (or the Canadian Intellectual Property Office Term Loan Agent, subject to the terms of the Intercreditor Agreement) of the Collateral with respect to intellectual property which a security interest may be perfected only by possession, will be) perfected (in each case if and to the extent perfection can may be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iiifilings and/or actions required to be taken hereby or by the applicable Loan Documents) any applicable recordation of the Mortgages, in each case, in the appropriate filing offices, and first priority Liens, subject only to Permitted Liens which are non-consensual (but excluding, with respect to priority, Liens on Borrowing Base Collateral permitted under clause (q) of the definition of Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly createdcreated Liens. Agent’s Liens will be perfected, perfected (other than first priority Liens, subject as to priority only to the Permitted Liens that have priority by operation of law or unless otherwise permitted hereby, upon (i) in respect the case of motor vehicles that are subject to all Collateral in which a certificate security interests may be perfected by filing a financing statements under the Code or the PPSA, as applicable, the filing of titlethe UCC financing statement or PPSA financing statement, as applicable, naming such Borrower or Guarantor as “debtor” and Agent as “secured party” in the filing offices set forth opposite such Borrower’s or such Guarantor’s name on Schedule 4.4(b), (ii) moneywith respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, the execution of a Control Agreement, (iii) letter-of-credit rights (other than supporting obligationsin the case of U.S. or Canadian copyrights, (iv) commercial tort claims (other than those trademarks and patents to the extent that by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement), and subject only to (i) the filing of UCC financing statements or PPSA financing statements, (ii) any applicable recordation as applicable, may be insufficient to establish the rights of any applicable Canadian Copyright Security Agreementa secured party as to certain parties, the Canadian Trademark Security Agreement, recording of the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, appropriate filings in each case at the United States Patent and Trademark Office, the United States Copyright Office or and the Canadian Intellectual Property Office with respect to intellectual property Office, as applicable, (iv) in each the case to of letter-of-credit rights that are not supporting obligations (as defined in the extent perfection can be achieved for Liens in registered or applied for intellectual property Code), the execution by the foregoing filings)issuer or any nominated person of an agreement granting control to Agent over such letter-of-credit rights, and (iiiv) any applicable recordation of the Mortgages, in each case, in the appropriate filing officescase of electronic chattel paper, and first priority Liens, subject only the completion of steps necessary to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leasesgrant control to Agent over such electronic chattel paper.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Subject to the completion of the actions set forth on Schedule 5.17, Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles Vehicles that are subject to a certificate of title and as to which Agent’s Lien has not been noted on the applicable certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that that, by the terms of the Security Documents hereunder, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement)5.12, and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, statements and the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of the Mortgages, in each case, in the appropriate filing offices), and and, subject to the Intercreditor Agreements, first priority Liens, subject only to Permitted Liens which are non-consensual (including by operation of law) Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases, and Liens described under clauses (a) (but only to the extent any such Lien listed on Schedule P-3 is senior to Agent’s Lien on the date hereof), (e), (k), (p), (s), (t) and (u) of the definition of Permitted Liens and clauses (a) and (c) of the definition of Permitted Collateral Liens (but, in the case of clause (c), only to the extent any such Lien is senior to Agent’s Lien on the date hereof).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) The Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of titlemoney, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iviii) commercial tort claims (other than those that that, by the terms of the any Guaranty and Security Documents Agreement, are required to be perfected), and (viv) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US any Guaranty and Security Agreement), and subject only to (i) possession of Collateral for which the UCC or the PPSA requires possession to perfect a security interest, the filing of financing statements, (ii) any applicable the recordation of any applicable the US Copyright Security Agreement, the Canadian Copyright Security Agreement, the US Trademark Security Agreement, the Canadian Trademark Security Agreement, the US Patent Security Agreement and the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation recording of the MortgagesMortgages and transmitting utility filings, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party and each Pledgor that is a party thereto and is the legally valid and binding obligation of such Loan PartyParty and such Pledgor, enforceable against such Loan Party and such Pledgor in accordance with its respective terms, except as enforcement may be limited by equitable principles or by subject to Legal Reservations and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s The provisions of this Agreement and the other Loan Documents create legal and valid Liens are validly createdon all the Collateral in favor of Agent (for the benefit of the Lender Group and the Bank Product Providers) and such Liens constitute perfected and continuing Liens on the Collateral in accordance with the applicable laws of the relevant jurisdiction, perfected securing the Obligations, enforceable against the applicable Loan Party, and having priority over all other Liens on the Collateral (other than (i) in respect of motor vehicles that are subject to Legal Reservations and, in the case of any UK Security Document (or any other Loan Document that purports to create a certificate of titleLien) entered into by a UK Loan Party, registration in accordance with Part 25 (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(ivCompany Charges) of the US Guaranty Companies Act 2006 (UK) and Security Agreement(if applicable), in accordance with The Moveable Transactions (Scotland) Act 2023 and subject only to (i) the filing payment of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of the Mortgagesassociated fees, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual except in the case of (i) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of Agent (for the benefit of the Lender Group and the Bank Product Providers), pursuant to any law or any applicable agreement that is permitted purchase money Liens, hereunder and (ii) Liens on personal property perfected only by possession (including possession of any certificate of title) to the extent Agent has not obtained or the interests does not maintain possession of lessors under Capital Leasessuch Collateral.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than enforceable, and, (i) to the extent that the same may be perfected by the filing of a financing statement under the Uniform Commercial Code, subject only to the filing of such financing statements in respect of motor vehicles that are subject to a certificate of titlethe appropriate filing offices, (ii) moneywith respect to certificates evidencing any of the Equity Interests of each Domestic Subsidiary and First Tier Foreign Subsidiary of a Loan Party required to be pledged pursuant to the Guaranty and Security Agreement, to the extent those certificates have been delivered to Agent, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those to the extent that the same may be perfected by the terms of the Security Documents are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at short-form security agreements with the United States Patent and Trademark Office, Office or the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case Office, subject only to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation filing of the Mortgages, in each case, such short-form security agreements in the appropriate of those filing offices, and first priority Liens(iv) with respect to Deposit Accounts and Securities Accounts of a Loan Party required to be pledged pursuant to the Guaranty and Security Agreement, subject only to the extent a Control Agreement has been entered into with respect thereto, perfected Liens and are prior to all other Liens on the Collateral, other than Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable). (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that that, by the terms of the Guaranty and Security Documents Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the US Guaranty and Security Agreement and Section 7(k)(iv) of the Canadian Guarantee and Security Agreement), and and, subject only to (i) the filing of financing statements, (ii) any applicable the recordation of any applicable Canadian the Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings)if any, and (iii) any applicable the recordation of the Mortgages, if any, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases; provided that in respect of any Foreign Subsidiary, this representation shall be subject to the Legal Reservations and Perfection Requirements (in each case, as applicable).

Binding Obligations; Perfected Liens. (ai) Each Loan Security Document has been duly executed and delivered by each Loan Note Party that is a party thereto and is the legally valid and binding obligation of such Loan ​ ​ Note Party, enforceable against such Loan Note Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to or limiting creditors’ rights generallygenerally and general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) moneyThe Security Agreement is effective to create in favor of the Collateral Agent, (iii) letter-of-credit rights (other than supporting obligationsfor the ratable benefit of itself, (iv) commercial tort claims (other than those that the Trustee and the holders of the Convertible Notes, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. The Lien created by the terms Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Security Documents are required to be perfected)Note Parties in the Collateral and the proceeds and products thereof, and as security for the Secured Obligations (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of defined in the US Guaranty and Security Agreement), and subject only to (i) the filing of financing statements, (ii) any applicable recordation of any applicable Canadian Copyright Security Agreement, the Canadian Trademark Security Agreement, the Canadian Patent Security Agreement, the US Trademark Security Agreement and any movable hypothec without delivery related thereto, in each case at the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any applicable recordation of the Mortgages, in each case, prior and superior in the appropriate filing officesright to any other Person (except, and first with respect to priority Liensonly, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money LiensLiens securing Permitted Purchase Money Indebtedness, or the interests of lessors under Capital Leases.Leases and in the case of ABL Priority Collateral, subject to Liens permitted under clause (16) of the definition of “Permitted Liens” in the Indenture. ​

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that that, by the terms of the U.S. Security Documents Agreement or the Canadian Security Agreement, as applicable, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as expressly permitted by Section 7(k)(iv) of under the US Guaranty and applicable Security Agreement), respectively, and subject only to (i) the filing of financing statementsstatements (including PPSA filings), (ii) any applicable the recordation of any applicable Canadian the Copyright Security Agreement, the Canadian Patent Security Agreement or Trademark Security Agreement, the Canadian Patent Security Agreementas applicable, the US Trademark Security Agreement recordation of Mortgages and any movable hypothec without delivery related theretothe making or procuring of the necessary registrations, filings, endorsements, notarizations, stampings or notifications (and, in each case at the United States Patent and Trademark Officecase, the United States Copyright Office or the Canadian Intellectual Property Office with respect to intellectual property (in each case to the extent perfection can be achieved for Liens in registered or applied for intellectual property by the foregoing filings), and (iii) any other applicable recordation foreign equivalent of the Mortgagesforegoing, in each case, in the appropriate filing offices), to the extent that perfection can be accomplished by the taking of such actions, and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.