Common use of Security Interest in Collateral Clause in Contracts

Security Interest in Collateral. Subject to the Certain Funds Provisions, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Collateral Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may beand, and upon filing of any UCC financing statements (and the taking of any other actions or the equivalent making of filings required for perfection under the PPSA) as necessarylaws of the relevant Collateral Documents and specified herein or in such Collateral Documents, as, and when necessary and required and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrationsintellectual property registrations or applications issued or pending as specified, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, Party and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, and (b) Liens perfected only by possession (including possession of any certificate of title) title or bond), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject (a) The Borrower has delivered, or caused to be delivered, to the Certain Funds ProvisionsAgent all UCC-1 financing statements in recordable form that may be necessary to perfect the security interests granted pursuant to the Loan Documents to the extent that such security interests may be perfected by filing a financing statement under the UCC. Except to the extent the same are not required to be delivered pursuant to the Loan Documents, the provisions Borrower has delivered, or caused to be delivered, to the Agent all instruments, documents, certificates and investment property (i) that may be necessary to perfect the security interests granted pursuant to the Loan Documents (to the extent such security interests may only be perfected by delivery) and (ii) to the extent that delivery of this Agreement the same provides perfection that is superior to filing. Upon the filing of such UCC-1 financing statements in the offices specified thereon, and the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the Uniform Commercial Code to the extent required under clause (a) of Section 8.27 (Primary Operating Accounts; Proceeds into Blocked Account) (each of which deposit account control agreements have been entered into and delivered to the Agent), no further action, including, without limitation, any filing or recording of any document or the obtaining of any consent, is necessary in order to (A) establish, perfect and maintain the Agent’s first priority security interest in the ABL Priority Collateral that is personal property (including fixtures) of the Borrower and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, Parties (for the benefit of the Lender Secured Parties) purported to be created by the Security Agreement subject to Permitted Additional ABL Liens or (B) establish, perfect and maintain the Agent’s security interest in the other Collateral that is personal property (including fixtures) of the Loan Parties and (for the Canadian Lender benefit of the Secured Parties) purported to be created by the Loan Documents, as in each case, except for the case may be, and upon periodic filing of any UCC financing continuation statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute UCC-1 financing statements. (b) The Fee Mortgages create first priority perfected and continuing Liens on the Collateral to the extent perfection can be obtained Specific Real Property owned by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Borrower and other Loan PartyParties purported to be encumbered thereby, subject to applicable bankruptcy, insolvency, reorganization, moratorium or no prior Liens other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawthan Permitted Additional ABL Liens, and having no further action, including, without limitation, the filing or recording of any document, is necessary to maintain such first priority over all perfected Liens. (c) The Leasehold Mortgages (other than the Closing First Lien Leasehold Mortgage), when duly filed in the offices referred to thereon, will create perfected Liens on the Collateral except leasehold interest in the case of (a) Permitted Encumbrancesreal property leased by the Borrower and the other Loan Parties purported to be encumbered thereby, subject to the extent any such Permitted Encumbrances would have priority over no prior Liens other than the Liens in favor of the Administrative Collateral Agent pursuant securing the First Lien Notes, and other Permitted Liens permitted under the First Lien Indenture to any applicable law be senior or agreementpari passu with such First Lien Notes. The Closing First Lien Leasehold Mortgage, when duly filed in the offices referred to thereon, will create perfected Liens on the leasehold interest in the real property leased by the Borrower and the other Loan Parties purported to be encumbered thereby, subject to no prior Liens other than Permitted Additional ABL Liens. (d) The Fee Mortgages with respect to Material Real Property, when duly filed in the offices referred to thereon, will create perfected Liens, on the real property owned by the Borrower and the other Loan Parties purported to be encumbered thereby, subject to no prior Liens other than those in favor of the Collateral Agent securing the First Lien Notes and other Permitted Liens permitted under the First Lien Indenture to be senior to or pari passu with such First Lien Notes. (e) Schedule 5.6 hereto shows, as of the Closing Date, (bi) Liens perfected only by possession each location where the Borrower or any of the other Loan Parties has any Inventory (including possession other than Inventory in transit and Inventory in repair), (ii) each location where the Borrower or any of the other Loan Parties has other assets (excluding Rolling Stock, mobile equipment in transit and assets under repair at a third-party location) with a fair market value, individually or in the aggregate, in excess of $1,000,000 at any leased location, other than locations of construction jobs in progress, (iii) in the case of leased locations described in clause (i) or (ii) above (which has assets with a fair market value, individually or in the aggregate, in excess of $1,000,000 at such location), the names and addresses of the landlords and, in the case of any certificate other non-owned locations described in clause (i) or (ii) above (which has assets with a fair market value, individually or in the aggregate, in excess of title) to $1,000,000 at such location), the extent names and addresses of the Administrative Agent has not obtained or does not maintain possession of such Collateralbailees, if any, and (civ) other Liens permitted under Section 6.02 andrespecting all non-owned property described in clause (i) or (ii) above, solely with respect to the ABL Priority Collateralwhether a landlord waiver or bailee acknowledgement, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agentas applicable, has been obtained.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, and upon: (i) the filing of financing statements on Form UCC-1 or PPSA financing statements naming each applicable Loan Party as debtor and Administrative Agent as the case may be, and upon secured party with the appropriate filing office(s); (ii) the filing of any UCC financing statements (security agreements or the equivalent under the PPSA) other filings, as necessary, with the United States Patent and the taking of actions Trade Office or making of filings United States Copyright Offices with respect to Intellectual Property registrationsPatents, Trademarks and Copyrights (as such terms are defined in the U.S. Security Agreement); (iii) the execution and delivery of control agreements with respect to any deposit accounts of the Loan Parties to the extent required under each Security Agreement, as applicable; (iv) the delivery to Lender of stock certificates (and stock powers executed in blank) with respect to Equity Interests required to be pledged under each Security Agreement; and (v) the execution, delivery and recording (in the appropriate filing office) of a Mortgage with respect to any Real Estate to be subject to a Mortgage, such Liens shall constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, the U.S. Secured Obligations and/or the Foreign Secured Obligations, as applicable, as required by the relevant Collateral Documents and this Agreement, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agentlaw.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as and, upon the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessarystatements, and the taking of actions or making of filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to Intellectual Property registrationsthe Loan Parties’ intellectual property, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (statement, a filing with the United States Patent and Trademark Office or the equivalent under the PPSA) or an Intellectual Property registrationUnited States Copyright Office, as applicable, securing the Secured Obligations, enforceable against the applicable Loan Party, Party (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless regardless, of whether considered in a proceeding preceding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, agreement and (b) Liens perfected only by possession (including possession of any certificate of title) ), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Collateral Documents are effective to create legal and valid Liens on all the applicable Collateral described in each therein in favor of the Administrative Agent, for the benefit of the Lender Parties Agent, the Lenders and the Canadian Lender Parties, as other Secured Parties (to the case may be, extent such matter is governed by the law of the United States or a jurisdiction therein); and upon the taking of all actions described in the Loan Documents (but subject to the limitations set forth therein), including, without limitation, the filing of any UCC financing statements (or covering the equivalent under appropriate Collateral in the PPSA) as necessary, state of organization of each applicable Loan Party and the taking filings of actions or making short form agreements in respect of filings with respect to Intellectual Property registrationsregistered and applied for United States federal intellectual property owned by each Loan Party, such Liens will constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesEncumbrances and other Liens permitted under Section 6.02, to the extent any such Permitted Encumbrances or such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementotherwise, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Excluded Accounts and (d) subject to and as provided for under the terms of the Intercreditor Agreement, the Liens permitted under Section 6.02 and, solely with respect granted to the ABL Priority Collateral, to Note and Specified Hedge Representative under the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative AgentNote and Specified Hedge Security Documents.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement the Collateral Documents are or when executed and the other Loan Documents delivered, will be, effective to create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, and upon filing of any UCC (a) when financing statements and other filings in appropriate form are filed in the offices specified in the Guaranty and Collateral Agreement and (or the equivalent under the PPSAb) as necessary, and upon the taking of actions possession or making control by the Administrative Agent of filings the Collateral described therein with respect to Intellectual Property registrationswhich a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement), such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can (other than such Collateral in which a Lien or a security interest cannot be obtained perfected by the filing of an initial UCC financing statement (filing, possession or the equivalent control under the PPSA) or an Intellectual Property registrationUniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and all third parties having priority over all other Liens on the Collateral except in the case of other than (a) Permitted Encumbrances, Liens to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementlaw, and (b) Liens perfected only by possession (including possession of any certificate of title) ), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may beLender, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority (subject to Permitted Encumbrances and other Liens permitted pursuant to Section 6.02 hereof) over all other Liens on the Collateral except subject for the following Collateral to the following occurrences (i) in the case of (a) Permitted Encumbrancesall Collateral in which a security interest may be perfected by filing a financing statement under the UCC, to the extent any completion of such Permitted Encumbrances would have priority over filings in the Liens in favor appropriate jurisdictions set forth on Exhibit A of the Administrative Agent pursuant to any applicable law or agreementSecurity Agreements, (bii) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to any deposit account not maintained with Lender, the ABL Priority execution of Deposit Account Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of a letter-of-credit rights that are not supporting obligations of Collateral, the execution of a contractual obligation granting control to Lender over such letter-of-credit rights, (v) in the extent case of electronic chattel paper, the completion of all steps necessary to grant control to Lender over such Liens are expressly permitted to be senior electronic chattel paper, (vi) in priority to the Liens case of motor vehicles, proper notations on the Administrative Agentapplicable certificates of title and (vii) in the case of Collateral constituting real property, the filing of Mortgages in the appropriate jurisdictions.

Security Interest in Collateral. Subject As of the Closing Date, the provisions of the Escrow Agreement create a legal, valid and perfected security interest and Lien on the Escrow Property in favor of the Collateral Agent, for the benefit of the Secured Parties (to the Certain Funds Provisionsextent that such Liens can be created under the UCC), and having priority (subject to Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent by operation of any applicable law) over all other Liens on the Collateral. As of the Acquisition Effective Date, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Secured Parties and (with respect to personal property, to the Canadian Lender Parties, as extent that such Liens can be created under the case may beUCC), and upon filing of any UCC financing statements (and the taking of actions or the equivalent making of filings required for perfection under the PPSA) laws of the relevant Collateral Documents, as necessary, and and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrationsregistrations or applications issued or pending, such Liens constitute perfected and continuing Liens on the Collateral (with respect to personal property, to the extent perfection that such Liens can be obtained by the filing of an initial UCC financing statement (or the equivalent perfected under the PPSA) or an Intellectual Property registrationUCC), securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (asubject to (x) Permitted Encumbrances, Liens to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to by operation of any applicable law or agreement, and (by) Liens perfected only by possession (including possession of any certificate of title) liens subject to the extent Intercreditor Agreements, which will be subject to the Administrative Agent has not obtained or does not maintain possession of such Collateral, provisions thereof and (chave only the priority set forth therein) over all other Liens permitted under Section 6.02 and, solely with respect to on the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Collateral Documents are effective to create legal and valid Liens (a) on all the applicable U.S. Collateral described in each therein in favor of the Administrative Agent, for the benefit of the Lender Agent, the Lenders and the other Secured Parties and (b) on the applicable Canadian Collateral described in each therein in favor of the Agent, for the benefit of the Agent, the Canadian Lender PartiesRevolving Lenders and the other applicable Secured Parties (in each case, as to the case may beextent such matter is governed by the laws of the United States, Canada or any respective jurisdiction therein); and upon the taking of all actions described in the Loan Documents (but subject to the limitations set forth therein), including, without limitation, the filing of any UCC financing statements (covering the appropriate Collateral in the state of organization of each applicable U.S. Loan Party, the filing of PPSA and UCC financing statements covering the appropriate Collateral in the places of the registered office or domicile, the equivalent under the PPSA) as necessary, chief executive office and principal place of business and locations of Collateral of each Canadian Loan Party and the taking filings of actions short form agreements or making other applicable documents or notices in respect of filings with respect to Intellectual Property registrationsregistered and applied for United States and Canadian federal intellectual property owned by each Loan Party, such Liens will constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the applicable Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesEncumbrances and other Liens permitted under Section 6.02, to the extent any such Permitted Encumbrances or such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementotherwise, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, Collateral and (c) other subject to and as provided for under the terms of the Intercreditor Agreement, the Liens permitted under Section 6.02 and, solely with respect granted to the ABL Priority Collateral, to Noteholder Collateral Agent on the extent such Liens are expressly permitted to be senior in priority to U.S. Collateral under the Liens of the Administrative AgentSenior Secured Notes Security Documents.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, ; and upon the proper filing of any UCC financing statements required pursuant to Section 4.01(k) (or the equivalent under the PPSA) as necessary, and the taking payment of actions or making of filings with respect to Intellectual Property registrationsany applicable fees), such Liens constitute perfected and continuing Liens on the Collateral (to the extent perfection a security interest in such Collateral and any proceeds of any item of Collateral can be obtained by perfected through the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationstatements), securing the Secured Obligations, enforceable against the applicable Loan Party, Borrower and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and and, subject to the terms of the Intercreditor Agreement (or any other intercreditor agreement reasonably acceptable to the Administrative Agent) solely with respect to Used Truck Collateral, having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens and similar Liens arising by operation of law which are permitted under Section 6.02(g), to the extent any such Permitted Encumbrances Liens or SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT similar Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementlaw, and (b) Liens perfected only by possession (including possession of any certificate of title) possession, notation or control to the extent the Administrative Agent has not obtained or does not maintain possession possession, control or notation of such Collateral; provided, and (c) other Liens permitted under Section 6.02 andthat such possession, solely with respect to the ABL Priority Collateral, control or notation shall only be required to the extent such Liens are expressly permitted to be senior set forth in priority to the Liens of the Administrative AgentSecurity Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and, for so long as UCC and upon filing of any UCC PPSA financing statements (statements, RDPRM recordations or Deposit Account Control Agreements, as the equivalent under the PPSA) as necessarycase may be, and the taking of actions or making of filings with respect to Intellectual Property registrationssuch Collateral have not been terminated by the Administrative Agent (or otherwise amended by the Administrative Agent in a manner that adversely affects the Lien in favor of the Lender Parties or the Canadian Lender Parties, as the case may be, thereby perfected) such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC or PPSA financing statement (statements, RDPRM recordations or the equivalent under the PPSA) or an Intellectual Property registrationentering into of a Deposit Account Control Agreement, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, Liens to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement Agreement, the Security Agreement, the Debenture, the Mortgage and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the applicable Administrative Agent, for the benefit of the Lender Parties applicable Administrative Agent and the Canadian Lender Parties, as the case may beLenders, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected (or will, upon the delivery, filing, recording or registering of the documents described in Section 3.18, as applicable, constitute perfected) and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral, including without limitation the proceeds of such Collateral except subject to the limitations relating to such proceeds in the UCC and the Companies Act, under the UCC or the Companies Act (in each case of in effect on the date this representation is made) in each case prior and superior in right to any other Person other than with respect to (a) Permitted EncumbrancesLiens expressly permitted by Section 6.02 hereof, to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the applicable Administrative Agent pursuant to any applicable law or agreement, agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the applicable Administrative Agent has not obtained or does not maintain possession of such CollateralCollateral (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and (c) other copyrights acquired by the Loan Parties after the date hereof); provided, however, that no Liens permitted under Section 6.02 and, solely shall have been deemed to have been created or perfected with respect to Equipment, Real Property (other than the ABL Priority Collateral, UK Real Property) and Fixtures until such time as such Liens shall have attached pursuant to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative AgentSecurity Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, ; and upon the proper filing of any UCC financing statements required pursuant to Section 4.01(k) (or the equivalent under the PPSA) as necessary, and the taking payment of actions or making of filings with respect to Intellectual Property registrationsany applicable fees), such Liens constitute perfected and continuing Liens on the Collateral (to the extent perfection a security interest in such Collateral and any proceeds of any item of Collateral can be obtained by perfected through the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationstatements), securing the Secured Obligations, enforceable against the applicable Loan Party, Borrower and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens and similar Liens arising by operation of law which are permitted under Section 6.02(g), to the extent any such Permitted Encumbrances Liens or similar Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementlaw, and (b) Liens perfected only by possession possession, notation or control (including possession possession, notation or control of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession possession, control or notation of such Collateral; provided, and (c) other Liens permitted under Section 6.02 andthat such possession, solely with respect to the ABL Priority Collateral, control or notation shall only be required to the extent such Liens are expressly permitted to be senior set forth in priority to the Liens of the Administrative AgentSecurity Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as and, upon the case may be, and upon filing of any UCC financing statements (or statements, the equivalent under the PPSA) as necessary, recording of mortgages and the taking of actions or making of filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to Intellectual Property registrationsthe Loan Parties’ intellectual property, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (statement, the recording of a mortgage or a filing with the United States Patent and Trademark Office or the equivalent under the PPSA) or an Intellectual Property registrationUnited States Copyright Office, as applicable, securing the Secured Obligations, enforceable against the applicable Loan Party, Party (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless regardless, of whether considered in a proceeding preceding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) ), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, Collateral and (c) other Liens permitted under pursuant to Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent6.02(a)(ii).

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and Agent on behalf of the Canadian Lender Parties, as the case may beLenders, and upon filing the recording of any UCC financing statements covering the Collateral in the appropriate office of the state of organization of the applicable Loan Party, (to the extent such Loan Party is organized under the laws of a state of the U.S. or the equivalent under the PPSA) as necessary, and the taking District of actions or making of filings with respect to Intellectual Property registrationsColumbia), such Liens constitute perfected and continuing Liens on the all Collateral to the extent perfection can which may be obtained perfected by the filing of an initial such a UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationstatement, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) (i) Permitted EncumbrancesLiens listed in Sections 6.19(a)(iv), 6.19(a)(vii) to the extent that such liens permitted under 6.19(a)(vii), which secure refinancing, extended or renewed Indebtedness, are of no greater priority than the Liens securing the Indebtedness that is subject to such refinancing, extension or renewal, 6.19(a)(viii), 6.19(a)(xvii) and 6.19(a)(xix) and (ii) other Permitted Liens to the extent any such other Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementthe Consent Agreement, (b) Liens on any cash collateral granted in favor or for the benefit of the LC Issuer pursuant to this Agreement, (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, Collateral and (cd) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted not yet required to be senior in priority perfected pursuant to the Liens of the Administrative AgentSection 6.12.6.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent, the Term Administrative Agent and the Canadian Lender Parties, as Term Lenders. In the case may beof the Pledged Collateral described in the Term Loan Security Agreement which is required to be delivered to the Collateral Agent, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent together with appropriate instruments of transfer duly executed in blank, and upon filing in the case of any UCC the other Collateral described in the Term Loan Security Agreement, when financing statements (or and other filings specified on Schedule 3.15 in appropriate form are filed in the equivalent under offices specified on Schedule 3.15, the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens Term Loan Security Agreement shall constitute a fully perfected and continuing Liens on Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to and the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationproceeds thereof, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreement, (b) Liens permitted by Section 6.02 other than pursuant to clauses (g) or (j) thereof and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to The Collateral Documents executed on the Certain Funds ProvisionsEffective Date create, and each Collateral Document executed after the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral Effective Date will create, in favor of the Administrative AgentAgent for the benefit of the Secured Parties, as security for the Secured Obligations, a valid and enforceable Lien in and to all of the Collateral (subject to applicable Gaming Laws), and upon (i) filing, recording, registering or taking such other actions as may be necessary with the appropriate Governmental Authorities (including payment of applicable filing and recording taxes), each of which actions have been taken or will be taken by the Borrower or such other applicable Loan Party, (ii) the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected by possession or control which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement and (iii) delivery of the applicable documents to the Administrative Agent in accordance with the provisions of the applicable Collateral Documents, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as such Lien shall be a perfected Lien in and to all of the case may be, and upon filing of Collateral (subject to (x) any UCC financing statements (or applicable provisions set forth in the equivalent under the PPSA) as necessary, and the taking of actions or making of filings Collateral Documents with respect to Intellectual Property registrations, such limitations or exclusions from the requirement to perfect the Liens constitute perfected and continuing Liens on granted under the Collateral Documents in and to the extent perfection can be obtained by Collateral described therein and (y) the filing completion of an initial UCC financing statement (or the equivalent under the PPSAmatters described on Schedule 5.15) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except and subject to no Liens, in the case of (a) Permitted Encumbranceseach case, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other than Liens permitted under by Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent6.02.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent, the Term Administrative Agent and the Canadian Lender Parties, as Term Lenders. In the case may beof the Pledged Collateral described in the Term Loan Security Agreement which is required to be delivered to the Collateral Agent, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent together with appropriate instruments of transfer duly executed in blank, and upon filing in the case of any UCC the other Collateral described in the Term Loan Security Agreement, when financing statements (or and other filings specified on Schedule 3.15 in appropriate form are filed in the equivalent under offices specified on Schedule 3.15, the PPSA) as necessaryTerm Loan Security Agreement shall constitute a fully perfected and Table of Contents continuing Lien on, and security interest in, all right, title and interest of the taking of actions or making of filings with respect to Intellectual Property registrations, Loan Parties in such Liens constitute perfected Collateral and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationproceeds thereof, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreement, (b) Liens permitted by Section 6.02 other than pursuant to clauses (g) or (j) thereof and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may beand, and upon filing of any UCC financing statements (or the equivalent under the PPSA) PPSA financing statements, as necessaryapplicable, and the taking of any other actions or making of filings required for perfection to the extent specified herein or in such Collateral Documents, as, and when necessary and required, and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrations, registrations or applications issued or pending as specified such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, Party and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementlaw, (b) Liens in favor of the Senior Secured Notes Representative securing the Senior Notes Obligations which may have priority solely with respect to the Senior Secured Notes Priority Collateral in accordance with and subject to the terms of the Senior Secured Notes Intercreditor Agreement, (c) Liens in favor of any applicable representative for holders of Additional Secured Indebtedness Obligations securing such Additional Secured Indebtedness Obligations which may have priority solely with respect to the Collateral that is not ABL Priority Collateral in accordance with and subject to the terms of the applicable Additional Indebtedness Intercreditor Agreement and (d) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the (a) The provisions of this Agreement and the other Loan Other Documents create legal legal, valid and valid enforceable Liens on on, and security interests in, all of the Loan Parties’ right, title and interest in and to all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties Agent and the Canadian Lender Parties, as the case may beLenders, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrationsthe filings, recordings and other similar actions specified in the Other Documents, such Liens shall constitute perfected and continuing Liens on on, and security interests in, the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of for (ai) Permitted Encumbrances, Liens to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law Applicable Law or agreement, and (bii) Liens perfected only by possession (including but not limited to possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral. (b) Each Other Document delivered pursuant to Sections 6.7, 6.8 and 8.1, will, upon execution and delivery thereof, be effective to create in favor of the Agent, for the benefit of the Agent and the Lenders, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (ci) other Liens permitted when all appropriate filings or recordings are made in the appropriate offices as may be required under Section 6.02 and, solely Applicable Law and (ii) upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the ABL Priority Collateral, Agent to the extent required by any Other Document), such Liens are expressly permitted to be senior in priority to the will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Administrative AgentLoan Parties in such Collateral, in each case subject to no Liens other than Permitted Liens.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent, the ABL Administrative Agent and the Canadian Lender Parties, as Lenders. In the case may beof the Pledged Collateral described in the ABL Loan Security Agreement which is required to be delivered to the Collateral Agent, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent together with appropriate instruments of transfer duly executed in blank, and upon filing in the case of any UCC the other Collateral described in the ABL Loan Security Agreement, when financing statements (or and other filings specified on Schedule 3.15 in appropriate form are filed in the equivalent under offices specified on Schedule 3.15, the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens ABL Loan Security Agreement shall constitute a fully perfected and continuing Liens on Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to and the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationproceeds thereof, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreement, (b) Liens permitted by Section 6.02 other than pursuant to clauses (g) or (j) thereof and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject The Collateral Documents are effective to the Certain Funds Provisions, the provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, Agent for the benefit of the Lender applicable Secured Parties legal, valid and the Canadian Lender Parties, as the case may be, and upon filing of any UCC financing statements enforceable (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to (a) applicable bankruptcy, insolvency, winding-up, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (b) any filings, notices and having priority over all recordings and other perfection requirements necessary to create or perfect the Liens on the Collateral except in granted by the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens Loan Parties in favor of the Secured Parties (which filings, notices or recordings shall be made to the extent required by any Loan Document) and (c) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries) perfected and continuing Liens on, and security interests in, the Collateral (subject to Permitted Liens) and, (i) when all appropriate filings, notices or recordings are made in the appropriate offices, corporate records or with the appropriate Persons as may be required under applicable laws and any Loan Document (which filings, notices or recordings shall be made to the extent required by any Loan Document) and (ii) upon the taking of possession or control by the Administrative Agent pursuant of such Collateral with respect to any applicable law or agreement, (b) Liens which a security interest may be perfected only by possession or control (including which possession of any certificate of title) or control shall be given to the Administrative Agent to the extent the Administrative Agent has not obtained or does not maintain possession of required by any Loan Document), such CollateralCollateral Documents will constitute fully perfected Liens on, and (c) other Liens permitted under Section 6.02 andsecurity interests in, solely with respect to all right, title and interest of the ABL Priority Collateral, Loan Parties in such Collateral to the extent such Liens are expressly permitted to and security interests can be senior in priority to the Liens of the Administrative Agentperfected by such filings, notices, recordings, possession or control.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, and upon the filing of any UCC financing statements (statements, the delivery to the Administrative Agent of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the equivalent under applicable Loan Documents, the PPSA) as necessary, and the taking recording of actions or making of filings Mortgages with respect to Intellectual Property registrationsreal property, filings with the United States Patent and Trademark Office with respect to the Loan Parties’ patents and trademarks, and filings with the United States Copyright Office with respect to the Loan Parties’ copyrights, such Liens constitute perfected and continuing Liens on the Collateral Collateral, to the extent perfection can be obtained by the filing of an initial UCC financing statement (statement, the delivery of any such certificate or instrument, the recording of a Mortgage or a filing with the United Stated Patent & Trademark Office or the equivalent under the PPSA) or an Intellectual Property registrationUnited States Copyright Office, as applicable, securing the Secured Obligations, enforceable against the applicable Loan Party, Party (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless regardless, of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens permitted by Section 6.02, to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, to the extent otherwise permitted by this Agreement and (b) Liens perfected only by possession (including possession of any certificate of title) ), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent, the ABL Administrative Agent and the Canadian Lender Parties, as Lenders. In the case may beof the Pledged Collateral described in the ABL Loan Security Agreement which is required to be delivered to the Collateral Agent, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent together with appropriate instruments of transfer duly executed in blank, and upon filing in the case of any UCC the other Collateral described in the ABL Loan Security Agreement, the financing statements (and other filings specified on Schedule 3.15 in appropriate form filed in the offices specified on Schedule 3.15, the ABL Loan Security Agreement constitutes or, to the extent not previously filed or the equivalent under the PPSA) as necessaryobtained, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens will constitute a fully perfected and continuing Liens on Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to and the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationproceeds thereof, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreement, (b) Liens permitted by Section 6.02 other than pursuant to clauses (g) or (j) thereof and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Collateral Documents are effective to create legal and valid Liens on all the applicable Collateral described in each therein in favor of the Administrative Agent, for the benefit of the Lender Parties Agent, the Co-Collateral Agent, the Lenders and the Canadian Lender Parties, as other Secured Parties (to the case may be, extent such matter is governed by the law of the United States or a jurisdiction therein); and upon the taking of all actions described in the Loan Documents (but subject to the limitations set forth therein), including, without limitation, the filing of any UCC financing statements (or covering the equivalent under appropriate Collateral in the PPSA) as necessary, state of organization of each applicable Loan Party and the taking filings of actions or making short form agreements in respect of filings with respect to Intellectual Property registrationsregistered and applied for United States federal intellectual property owned by each Loan Party, such Liens will constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesEncumbrances and other Liens permitted under Section 6.02, to the extent any such Permitted Encumbrances or such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementotherwise, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, Collateral and (c) other subject to and as provided for under the terms of the Intercreditor Agreement, the Liens permitted under Section 6.02 and, solely with respect granted to the ABL Priority Collateral, to Noteholder Collateral Agent under the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative AgentSenior Secured Notes Security Documents.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect in favor of the Term Loan Agent on Term Loan Priority Collateral pursuant to the ABL Priority Collateral, Term Loan Documents to the extent such Liens are expressly permitted to be senior provided in priority to the Liens of the Administrative AgentABL-Term Loan Intercreditor Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Collateral Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may beand, and upon filing of any UCC financing statements (and the taking of any other actions or the equivalent making of filings required for perfection under the PPSA) as necessarylaws of the relevant Collateral Documents and specified herein or in such Collateral Documents, as, and when necessary and required and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrationsintellectual property registrations or applications issued or pending as specified, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registration, securing the Secured Obligations, enforceable against the applicable Loan Party, Party and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in Table of Contents equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, and (b) Liens perfected only by possession (including possession of any certificate of title) title or bond), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents shall, upon the execution and delivery thereof, create legal and valid Liens on all the Collateral in favor of the Administrative AgentLender, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, and upon the filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with the United States Patent and Trademark Office of the United States Copyright Office, as applicable, with respect to Intellectual Property registrationsthe Loan Parties’ intellectual property, such Liens constitute perfected and continuing Liens on the Collateral Collateral, to the extent perfection can be obtained by the filing of an initial UCC financing statement (or a filing with the United States Patent and Trademark Office or the equivalent under the PPSA) or an Intellectual Property registrationUnited States Copyright Office, as applicable, securing the Secured Obligations, enforceable against the applicable Loan Party, Party (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless regardless, of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent Lender pursuant to any applicable law Law or agreementagreement permitted hereunder, and (b) Liens perfected only by possession (including possession of any certificate of title) ), to the extent the Administrative Agent Lender has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent and the Canadian Lender Parties, as the case may be, Lenders; and upon the proper filing of any UCC financing statements required pursuant to Section 4.01(k) (or the equivalent under the PPSA) as necessary, and the taking payment of actions or making of filings with respect to Intellectual Property registrationsany applicable fees), such Liens constitute perfected and continuing Liens on the Collateral (to the extent perfection a security interest in such Collateral and any proceeds of any item of Collateral can be obtained by perfected through the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationstatements), securing the Secured Obligations, enforceable against the applicable Loan Party, Borrower and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens, to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreementlaw, and (b) Liens perfected only by possession possession, notation or control (including possession possession, notation or control of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral; provided, and (c) other Liens permitted under Section 6.02 andthat such possession, solely with respect to the ABL Priority Collateral, control or notation shall only be required to the extent such Liens are expressly permitted to be senior set forth in priority to the Liens of the Administrative AgentSecurity Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the (a) The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties Administrative Agent and the Canadian Lender Secured Parties, as the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSA) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (ai) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, (bii) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, (iii) Liens in favor of the Revolving Lenders with respect to the Revolving Loan Collateral and (iv) Liens in favor of the Second Lien Term Loan Lenders with respect to the Term Loan Collateral. (b) The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Revolving Loan Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, and such Liens constitute perfected and continuing Liens on the Revolving Loan Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Revolving Loan Collateral except (a) Liens in favor of the Revolving Lenders, (b) in the case of Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, perfected only by possession (including possession of any certificate of title) to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative AgentAgent has not obtained or does not maintain possession of such Revolving Loan Collateral.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents will, when executed and delivered, create legal and valid Liens on all the Collateral in favor of the Administrative AgentCollateral Agents, for the benefit of the Lender Parties Collateral Agents and the Secured Parties, and (upon the filing of UCC-1 financing statements in the jurisdictions listed on Schedule 3.17, the filing, recording or registering of financing statements or analogous documents under the PPSA or other applicable personal property security laws in the jurisdictions listed on Schedule 3.17, the recording of the Mortgages in the offices listed on Schedule 3.17, the filing of the Railcar Security Agreement with the Surface Transportation Board and the Canadian Lender PartiesRailcar Security Agreement under the Canada Transportation Act (Canada), as the case may be, and upon filing of any UCC financing statements the Patent Security Agreement and Trademark Security Agreement (or as such terms are defined in the equivalent under U.S. Security Agreement) with the PPSA) as necessary, U.S. Patent and Trademark Office and the taking filing of actions or making of filings the Copyright Security Agreement (as such term is defined in the U.S. Security Agreement) with respect to Intellectual Property registrations, the United States Copyright Office) such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of for (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent Collateral Agents pursuant to any applicable law or agreementto the extent otherwise expressly permitted hereunder, and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has Collateral Agents have not obtained or does do not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as the case may be, ; and upon the proper filing of any UCC financing statements required pursuant to Section 4.01(k) (or the equivalent under the PPSA) as necessary, and the taking payment of actions or making of filings with respect to Intellectual Property registrationsany applicable fees), such Liens constitute perfected and continuing Liens on the Collateral (to the extent perfection a security interest in such Collateral and any proceeds of any item of Collateral can be obtained by perfected through the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationstatements), securing the Secured Obligations, enforceable against the applicable Loan Party, Borrower and all third parties (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens and similar Liens arising by operation of law which are permitted under Section 6.02(g), to the extent any such Permitted Encumbrances Liens or similar Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreementlaw, and (b) Liens perfected only by possession (including possession of any certificate of title) possession, notation or control to the extent the Administrative Agent has not obtained or does not maintain possession possession, control or notation of such Collateral; provided, and (c) other Liens permitted under Section 6.02 andthat such possession, solely with respect to the ABL Priority Collateral, control or notation shall only be required to the extent such Liens are expressly permitted to be senior set forth in priority to the Liens of the Administrative AgentSecurity Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Lender Parties Collateral Agent, the ABL Administrative Agent, the Supplemental Term Agent and the Canadian Lender Parties, as Lenders. In the case may beof the Pledged Collateral described in the ABL Loan Security Agreement which is required to be delivered to the Collateral Agent, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent together with appropriate instruments of transfer duly executed in blank, and upon filing in the case of any UCC the other Collateral described in the ABL Loan Security Agreement, the financing statements (and other filings specified on Schedule 3.15 in appropriate form filed in the offices specified on Schedule 3.15, the ABL Loan Security Agreement constitutes or, to the extent not previously filed or the equivalent under the PPSA) as necessaryobtained, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens will constitute a fully perfected and continuing Liens on Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to and the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationproceeds thereof, securing the Secured Obligations, enforceable against the applicable Loan Party, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Party and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawall third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable law or agreement, (b) Liens permitted by Section 6.02 other than pursuant to clauses (g) or (j) thereof and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Collateral Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens of the Administrative Agent.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents are effective to create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Secured Parties, as and such Liens, when financing statements in appropriate form are filed in the case appropriate offices, or possession or control is taken in accordance with the UCC of such Collateral by Administrative Agent, to the extent a security interest may be, and upon be perfected in such Collateral by the filing of any UCC a financing statements (statement or the equivalent under taking possession or control of such Collateral in accordance with the PPSA) as necessaryUCC, and the taking of actions or making of filings with respect to Intellectual Property registrations, such Liens will constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan PartyParty subject to, subject to and as may be limited by, applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens permitted by Section 6.02, to the extent any such Permitted Encumbrances Lien would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, agreement and (b) Liens perfected only by possession (including possession of any certificate of title) securing the Specified Term Indebtedness in accordance with and subject to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens terms of the Administrative AgentIntercreditor Agreement.

Security Interest in Collateral. Subject to the Certain Funds Provisions, the The provisions of this Agreement and the other Loan Documents (taken as a whole) create legal and valid Liens on all the Collateral in favor of or for the benefit of the Administrative Agent, for the benefit of the Lender Parties Holders of Secured Obligations, and at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the Canadian Lender Partiesappropriate fees are paid), as the case may be, and upon filing of any UCC financing statements (or the equivalent under the PPSAb) as necessary, and the taking of actions or making of filings with respect to Intellectual Property registrationsidentified intellectual property registered in the United States, (i) to the extent required under applicable law, the applicable trademark security agreement and/or patent security agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and (ii) the applicable copyright security agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (c) the Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (d) execution of the deposit account control agreements and securities account control agreements, (e) delivery of pledged securities to the Administrative Agent, and (f) notation of the Administrative Agent’s lien on any rolling stock or other goods subject to a certificate of title, such Liens will constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by the filing of an initial UCC financing statement (or the equivalent under the PPSA) or an Intellectual Property registrationCollateral, securing the Secured Obligations, enforceable against the applicable Loan PartyParty and all third parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and, subject to the terms, conditions and provisions of the Intercreditor Agreement, having priority over all other Liens on the Collateral except in the case of (a) Permitted EncumbrancesLiens permitted by Sections 6.02(a), (b), (c), (d) and (k), to the extent any such Permitted Encumbrances Liens would have priority over the Liens in favor of or for the benefit of the Administrative Agent pursuant to any applicable law or agreementlaw, (b) Liens perfected only by possession or control (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession or control of such Collateral, Collateral and (c) other Liens permitted under Section 6.02 and, solely with respect to the ABL Priority Collateral, to the extent such Liens are expressly permitted to be senior in priority to the Liens on certificates of title on which the Administrative AgentAgent has not been noted.