Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon Upon the completion of the Filings filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule (to the extent applicable), have been delivered to or prepared by the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper and Documentsduly executed form), upon the earlier payment of such Filing or all applicable fees, the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccounts, all Electronic Chattel Paper, Letter-of-Credit Rights Rights, all Uncertificated Securities and all Electronic Chattel Paper Securities Accounts, in each case a security interest in which is perfected by such “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement security interests granted in Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security all of the Collateral (except for Excluded Perfection Assets) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office (and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local law to perfect such Lien) may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to enforcementany Excluded Perfection Assets, each Grantor has taken all actions required hereunder to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered defined in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bthe UCC), (ii) establish the following terms shall have Administrative Agent’s “control” (within the following meanings:meaning of Section 9-104 of the UCC) over all Deposit Accounts of such Grantor, (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights of such Grantor and (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and, subject to Section 6.9 hereunder, the transfer of any Capital Stock or Investment Property to the Administrative Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) This Agreement is effective to createThe Perfection Certificate has been duly prepared, as collateral security for completed and executed and the Obligations information set forth therein, including the exact legal name of such U.S. each Grantor, is correct and complete in all material aspects as of the Closing Date. The security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, where required, duly executed form) (x) will constitute valid and enforceable Liens on such U.S. Grantor’s Security perfected security interests in all of the Collateral (other than Intellectual Property) in favor of the ABL Collateral Agent Administrative Agent, for the ratable benefit of the Secured Parties, except as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to enforcementpurchase any Collateral from such Grantor, as to the extent a security interest therein may be limited perfected by applicable domestic filing, recording or foreign bankruptcyregistration in the United States pursuant to the New York UCC, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (iiy) any rights will constitute valid perfected security interests in all of the Collateral consisting of Intellectual Property in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the ratable benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons other than Ordinary Course Transfereespurporting to purchase any Collateral from such Grantor, except to the extent that the recording of an assignment or other transfer of title a security interest therein may be perfected by filings to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents be made in the United States Patent and Trademark Office or and the United States Copyright Office may be necessary for perfection or enforceabilityOffice, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except as for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law (including the priority rules under the New York UCC) or which, in the case of Collateral consisting of Pledged Equity and Pledged Debt, are nonconsensual Liens permitted pursuant to enforcementSection 7.01 of the Credit Agreement to be prior to the security interests granted pursuant to this Agreement or which, as may in the case of Collateral other than Pledged Equity and Pledged Debt, are permitted pursuant to Section 7.01 of the Credit Agreement to be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating prior to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in the security interests granted pursuant to this subsection 4.2.2(b), the following terms shall have the following meanings:Agreement.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Canadian Grantor, valid and enforceable Liens on such U.S. Canadian Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and DocumentsDocuments of Title, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper and Documents of Title a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described defined in the CodeSTA) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative Agent or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement nominee of the ABL Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this AgreementAgent with respect to Pledged Stock), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Canadian Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganizationreorganisation, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the STA) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to createthe extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of a financing statement under the PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as collateral security for applicable, possession by the Obligations Collateral Agent of such U.S. Grantor, valid the respective Investment Property or "control" of Deposit Accounts and enforceable Liens on such U.S. Grantor’s Security Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the ABL Collateral Agent Agent, for the ratable benefit of the Secured Parties, except as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to enforcementpurchase any Collateral from such Grantor, as may be limited by applicable domestic or foreign bankruptcyother than purchasers in the ordinary course of business, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard are prior to (i) all other Liens (if any) on Specified Assets the Collateral in existence on the date hereof except for Liens permitted by the Note Documents and (ii) any rights other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in favor this Agreement, but nonetheless subject to the terms of the United States government as required by law (if any), upon the completion of the Filings andIntercreditor Agreement, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and all Electronic Chattel Paper a security interest in which such "control" shall not be required if the respective Grantor is perfected by “unable to obtain any required consents for such "control,” " after using commercially reasonable efforts to obtain same, and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking unless and until "control" of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL respective Letter-of-Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (Rights is obtained in accordance with the above provisions of this Section 4.3 (including this sentence), there shall be no violation of any applicable Intercreditor Agreement) representation or the recording of other applicable documents in the United States Patent and Trademark Office warranty or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used contained in this subsection 4.2.2(b), the following terms shall have the following meanings:Agreement as a result thereof.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, (i) as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingdealing and (ii) with respect to Restricted Government Accounts and Government Accounts Receivable, as may be limited by applicable state or federal laws, rules and regulations. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Senior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, (x) as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingdealing and (y) with respect to Restricted Government Accounts and Government Accounts Receivable, as may be limited by applicable state or federal laws, rules and regulations. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Subject, in the case of any Pledged Equity Interests of Foreign Subsidiaries, to any requirements under foreign law, the security interests granted pursuant to this Agreement is effective upon completion of the filings and other actions specified on Schedule 4 of the GCA Disclosure Letter (which, in the case of all filings and other documents referred to createon said Schedule, as collateral have been delivered to the Collateral Agent in completed and, where required, duly executed form), will constitute valid perfected security interests in all of the Collateral (except for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral Excluded Perfection Assets) in favor of the ABL Collateral Agent Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof (except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law)) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier against all creditors of such Filing or the delivery to Grantor and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, are and will be prior to all other Liens of all other Personson such Collateral, in each case other than except for Liens permitted to which have priority pursuant to subsection 8.2 as permitted by the Credit Agreement, the Loan Documents, any Applicable Intercreditor Agreement or by operation of law. Without limiting the ABL Credit Agreement (foregoing and except as otherwise permitted or provided in Section 5 hereof, and subject to Section 7.2, each Grantor has taken all actions necessary or desirable to: (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any applicable Intercreditor Agreementportion of the Capital Stock of Restricted Subsidiaries required to be pledged hereunder constituting Certificated Securities or Uncertificated Securities (each as defined in the UCC), (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor and enforceable (iii) establish the Collateral Agent’s “control” (as defined in UETA) over all “transferable records” (as defined in UETA) of such as against all other Persons other than Ordinary Course Transferees, except Grantor. (b) Each Grantor consents to the extent that grant by each other Grantor of the recording security interests granted hereby and the transfer of any Pledged Equity Interests or Investment Property to the Authorized Collateral Agent or its designees upon the occurrence and during the continuance of an assignment or other transfer Event of title Default and to the ABL substitution of the Authorized Collateral Agent, Administrative Agent, the applicable Collateral Representative Agent or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) its designees or the recording purchaser upon any foreclosure sale as the holder and beneficial owner of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:interest represented thereby.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to createon said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) and completion of any filings that may be required after the date hereof will constitute valid perfected security interests in all of the UCC Filing Collateral in favor of the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the Obligations terms hereof against all creditors of such U.S. GrantorGrantor and any Persons purporting to purchase any such Collateral from such Grantor (other than (i) with respect to goods only, valid buyers in the ordinary course of business and enforceable Liens on such U.S. Grantor’s Security Collateral lessees in favor the ordinary course of business to the extent provided in Sections 9-320(a) and 9-321 of the ABL Collateral Agent for Uniform Commercial Code as in effect from time to time in the benefit relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Secured Parties, except Uniform Commercial Code as in effect from time to enforcement, time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as may be limited by applicable domestic or foreign in effect from time to time in the relevant jurisdiction) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. dealing and (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be are prior to all other Liens of all other Persons, in each case on such Collateral other than Liens permitted to have priority pursuant to subsection 8.2 under Section 7.3 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAgent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon ) the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the Administrative Agent, the ABL Collateral Agent, the Administrative Control Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Cash Management Accounts, Concentration Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, Cash Management Accounts and the Concentration Accounts to the extent required under Subsection 6.6(a) of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Collateral Agent, the Administrative Agent, the ABL Collateral Agent, Administrative the Control Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and(provided that the recordations and assignments specified in clause (iii) in the definition of “Filings” shall be applicable, with for the purposes of this subsection 4.2.2.(b), only in respect to Instruments, Chattel Paper Liens on Patents and Documents, upon the earlier of such Filing or Trademarks) and the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” and and, in the case of Commercial Tort Actions Claims (other than such Commercial Tort Actions Claims listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Canadian Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, Agent or the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the STA) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession extent requested in writing by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and (which, in the case of Commercial Tort Actions (all filings and other than such Commercial Tort Actions listed documents referred to on Schedule 6 on said Schedule, unless otherwise noted, have been delivered to the date of this Agreement)Administrative Agent in completed and, upon the taking of the actions required by subsection 5.2.12where applicable, the Liens created pursuant to this Agreement duly executed form) will constitute valid Liens on and perfected security interests (to the extent provided herein) perfected perfection of security interests therein may be perfected by filing of a financing statement under the PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, possession by the Administrative Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in such U.S. Grantor’s Security all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) in favor of the ABL Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and will be (b) are prior to all other Liens of all other Persons, on the Collateral in each case other than existence on the date hereof except for Liens permitted to by the Credit Agreement and other Liens which have priority pursuant over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to subsection 8.2 the contrary contained above or elsewhere in this Agreement, but nonetheless subject to the terms of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Administrative Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to unless and until "control" of the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.3 (including this sentence), there shall be no violation of any applicable Intercreditor Agreement) representation or the recording of other applicable documents in the United States Patent and Trademark Office warranty or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used contained in this subsection 4.2.2(b), the following terms shall have the following meanings:Agreement as a result thereof.

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent for the benefit of the Secured PartiesAgent, except with respect to Commercial Tort Claims acquired by Grantor after the date hereof, and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any)Assets, upon the completion of the Filings andFilings, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper and Documents Documents, Investment Property and monies, a security interest in which is perfected by possession, and upon the obtaining and maintenance of “"control” " (as described in the CodeUCC) by the ABL Collateral AgentAgent of all Deposit Accounts, the Administrative AgentElectronic Chattel Paper, the applicable Collateral Representative or any Additional AgentInvestment Property, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all and Letter-of-Credit Rights and all Electronic Chattel Paper Rights, a security interest in which is perfected by “"control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12", the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent for the benefit of the Secured PartiesAgent, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceabilityBuyers, and except as to enforcement, enforceability may be limited by the Assignment of Claims Act and except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bSection 4(b)(ii), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingdealing and (ii) with respect to Restricted Government Accounts and Government Accounts Receivable, as may be limited by applicable state or federal laws, rules and regulations. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” control”(in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, (x) as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingdealing and (y) with respect to Restricted Government Accounts and Government Accounts Receivable, as may be limited by applicable state or federal laws, rules and regulations. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided hereinherein and therein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon Upon the completion of the Filings filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule to the extent applicable, have been delivered to or prepared by the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper and Documentsduly executed form), upon the earlier payment of such Filing or all applicable fees, the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccounts, all Electronic Chattel Paper, Letter-of-Credit Rights Rights, all Uncertificated Securities and all Electronic Chattel Paper Securities Accounts, in each case a security interest in which is perfected by such “control,” and the security interests granted in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security all of the Collateral (except for Excluded Perfection Assets) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to enforcementany Excluded Perfection Assets, as may be limited each Grantor has taken all actions required hereunder to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9- 106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Entitlements or Commodity Accounts (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights of such Grantor and (iii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor. (b) Each Grantor consents to the grant by applicable domestic or foreign bankruptcyeach other Grantor of the security interests granted hereby and, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating subject to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b)Section 6.9 hereunder, the following terms shall have transfer of any Capital Stock or Investment Property to the following meanings:Administrative Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to the Collateral Disclosure Letter (aas such schedule shall be updated from time to time pursuant to Section 4.3) This and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, constitute valid and enforceable Liens on such U.S. Grantor’s Security security interests in all of the Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as collateral security for the Secured Obligations, the Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein, and the power to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any transfer rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicableCollateral, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents each case to the extent that a security interest in which is therein may be perfected by possessionfiling pursuant to the UCC, prior to all other Liens and rights of others therein, except for Permitted Liens. When the applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Deposit Account subject to such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Deposit Account, and upon obtaining the power to transfer rights in such Deposit Account, in each case prior to all other Liens and maintenance rights of “control” (as described others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Controlled Intermediary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Code) Securities Account subject to such record without any further consent by the ABL Collateral Agentapplicable Grantor (such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper Security Interest will constitute a perfected security interest in which is perfected by “control,” all right, title and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking interest of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests applicable Grantor in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured PartiesInstruments, Tangible Chattel Paper, money or Certificated Securities, and will be the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (others therein and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transfereesno adverse claims, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:Permitted Liens.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and DocumentsDocuments of Title, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents of Title, a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described defined in the CodePPSA) by the ABL Canadian Agent, the Canadian Collateral Agent, the Administrative Agent, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with any the applicable Intercreditor Agreement Agreement, of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds AccountAccount and electronic chattel paper, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Credit Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative the Term Loan Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s 's Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “"control” " (as described in the Code) by the ABL U.S. Collateral Agent, the Collateral Agent or the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “"control,” " and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s 's Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesLenders, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor=s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any)Assets, upon the completion of the Filings andFilings, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Administrative Agent for the ratable benefit of the Secured PartiesLenders, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course TransfereesBuyers, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ the enforcement of creditors= rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bSection 4(b)(ii), the following terms shall have the following meanings:: AFilings@: the filing or recording of the Financing Statements, any Patent and Trademark Security Agreement as set forth in Schedule __, and any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law. AFinancing Statements@: the financing statements delivered to the Administrative Agent by the Borrower on the Closing Date for filing in the jurisdictions listed in Schedule 6.1(m) to the Credit Agreement.

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any)Assets, upon the completion of the Filings andFilings, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents Documents, a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that (a) the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, (b) the certificate of title for any Vehicle has not been retitled with the motor vehicle department of the state in which such Vehicle is titled to notate the Lien thereon in favor of the Administrative Agent and except as to enforcement, as (c) enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bSection 4.2.2(ii), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Acceptable Intercreditor Agreement of all Deposit Accounts, blocked accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Acceptable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, Agent or the applicable Collateral Representative or any Additional Agent, (in accordance with any the applicable Acceptable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required under law, (C) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (x) such Liens cannot be perfected by law the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (y) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole, (D) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (E) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), upon and (F) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the completion meaning of Section 2-326 of the Filings andUniform Commercial Code of the applicable jurisdiction, with respect to Instrumentsand (G) Liens on contracts or receivables on which the United States of America or any department, Chattel Paper and Documentsagency, or instrumentality thereof is the obligor, upon filing of the earlier financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 4.19(a) to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) and the recording of such Filing or the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary under any Requirement of Law), the delivery to to, and continuing possession by the ABL Collateral Agentby, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, possession and upon obtaining the completion of all necessary notifications and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance other actions with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed respect to Liens on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12uncertificated securities, the Liens created pursuant to this Agreement will constitute valid Liens on and (and, to the extent provided herein) , perfected security interests in such U.S. Grantor’s Security 's Collateral (but as to the Copyrights and Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other Persons, in each case other than except for Liens permitted to have priority pursuant to subsection 8.2 the Loan Documents (including, without limitation, those permitted to exist pursuant to Section 7.3 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, (except (i) as set forth on Schedule 5 and (ii) to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon Upon the completion of the Filings filings and other actions specified on Schedule 4 in Exhibit E of the Third Amendment Agreement (which, in the case of all filings and other documents referred to on said Schedule to the extent applicable, have been delivered to or prepared by the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper duly executed form), the payment of all applicable fees, and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccounts, all Electronic Chattel Paper, Letter-of-Credit Rights Rights, all Uncertificated Securities and all Electronic Chattel Paper Securities Accounts, in each case a security interest in which is perfected by such “control,” and the security interests granted in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s all of the Collateral (except for Excluded Perfection Assetsin which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code or the filing of an Intellectual Property Security Collateral Agreement with the United States Patent and Trademark Office or the United States Copyright Office) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Secured Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to enforcementany Excluded Perfection Assets or Excluded Collateral, as may be limited each Grantor has taken all actions required hereunder to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, or Uncertificated Securities, Securities Entitlements or Commodity Accounts (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights of such Grantor and (iii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor.. (b) Each Grantor consents to the grant by applicable domestic or foreign bankruptcyeach other Grantor of the security interests granted hereby and, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating subject to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b)Section 6.9 hereunder, the following terms shall have transfer of any Capital Stock or Investment Property to the following meanings:Administrative Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (ai) This As of the date hereof, this Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor As of the United States government as required by law (if any)date hereof, upon the completion of the Filings and, except with respect to InstrumentsLiens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, Chattel Paper and Documentswhich Liens, upon to the earlier of such Filing or the delivery to and continuing possession extent not otherwise perfected by the ABL Collateral Agent, filing of financing statements under the applicable Collateral Representative or any Additional Agent, as applicable, Code in accordance with any applicable Intercreditor Agreementherewith, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and would in the case of Commercial Tort Actions (other than such Commercial Tort Actions Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Effective Date in the jurisdictions listed on Schedule 6 on 5.14 to the date Senior Secured Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of this Agreement)Agreement in the United States Patent and Trademark Office, upon and the taking making of filings after the actions required by subsection 5.2.12, Effective Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) the Liens created pursuant to this Agreement will constitute valid and perfected Liens on and (to the extent provided herein) perfected security interests Collateral in such U.S. Grantor’s Security Collateral the United States in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other PersonsPersons with respect to the Collateral, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, 229 without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Senior Secured Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or such enforceability) from the Grantor, and except as to enforcement, as such enforcement may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This As of the date hereof, this Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor As of the United States government as required by law (if any)date hereof, upon the completion of the Filings and, except with respect to InstrumentsLiens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, Chattel Paper and Documentswhich Liens, upon to the earlier of such Filing or the delivery to and continuing possession extent not otherwise perfected by the ABL Collateral Agent, filing of financing statements under the applicable Collateral Representative or any Additional Agent, as applicable, Code in accordance with any applicable Intercreditor Agreementherewith, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and would in the case of Commercial Tort Actions (other than such Commercial Tort Actions 5 195 Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Effective Date in the jurisdictions listed on Schedule 6 on 5.14 to the date Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of this Agreement)Agreement in the United States Patent and Trademark Office, upon and the taking making of filings after the actions required by subsection 5.2.12, Effective Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) the Liens created pursuant to this Agreement will constitute valid and perfected Liens on and (to the extent provided herein) perfected security interests Collateral in such U.S. Grantor’s Security Collateral the United States in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other PersonsPersons with respect to the Collateral, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or such enforceability) from the Grantor, and except as to enforcement, as such enforcement may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the Upon completion of the Filings filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper and Documentsduly executed form), upon the earlier payment of such Filing or all applicable fees, the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccounts, all Letter-of-Credit Rights and Securities Accounts, all Electronic Chattel Paper Paper, Letter of Credit Rights, all Uncertificated Securities and all Securities Accounts, in each case a security interest in which is perfected by such “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement security interests granted in Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security all of the Collateral (except for Excluded Perfection Assets) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law. Without limiting the foregoing and except as to enforcementotherwise permitted or provided in Section 5 hereof, each Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered defined in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bthe UCC), (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts of such Grantor, (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights of such Grantor, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor and (v) establish the Administrative Agent’s “control” (as defined in UETA) over all “transferable records” (as defined in UETA) of such Grantor. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Administrative Agent or its designee following terms shall have an Event of Default and to the following meanings:substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required under law, (C) Liens 187 15 upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (I) such Liens cannot be perfected by law the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (II) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole, (D) Liens on uncertificated securities, (E) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (F) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (G) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), upon and (H) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the completion meaning of Section 2-326 of the Filings and, with respect to Instruments, Chattel Paper and DocumentsUniform Commercial Code of the applicable jurisdiction, upon filing of the earlier financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 5.14 to the Senior Secured Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) and the recording of such Filing or the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to to, and continuing possession by the ABL Collateral Agentby, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (and, to the extent provided herein) , perfected security interests in such U.S. Grantor’s Security 's Collateral (but as to the Copyrights and Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other Persons, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Senior Secured Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper and Documents of Title, a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) control by the ABL Canadian Agent, the Canadian Collateral Agent, the Administrative Agent, Agent and the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection)) of all Deposit Accounts, in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccount and electronic chattel paper, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the applicable Collateral Representative or any Additional AgentAgent for the purpose of perfection, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the Administrative Agent, the applicable Collateral Representative or any Additional AgentAgent for purposes of perfection, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement Agreement, of the Collateral Proceeds Account, all Letter-of-Letter of Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantorthe Company, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Note Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), (i) upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions filings listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.122, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided hereinherein and excluding any commercial tort claims which cannot be perfected by a generic filing under the Code) perfected security interests in such U.S. Grantor’s Security the Collateral in favor of the ABL Note Collateral Agent for the benefit of the Secured PartiesParties and (ii) the Liens created pursuant to this Agreement in the Sitka Ambac Note Proceeds Collateral Account will constitute valid Liens on and security interests in such Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties which Lien and security interest is perfected by Control (as defined in Section 9-104 of the Code), and and, in each case, will be prior to all other Liens (other than any Permitted Liens) of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), Persons securing Indebtedness and enforceable as such as against all other Persons other than Ordinary Course TransfereesPersons, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought in proceedings in law or in equity). The security interests granted pursuant to this Agreement (a) This Agreement is effective upon delivery on the Closing Date of any Instruments and Chattel Paper to createthe Trustee and completion of the filings specified on Schedule 1 attached hereto, as collateral security for the Obligations of such U.S. Grantor, will constitute valid and enforceable Liens on such U.S. Grantor’s Security perfected security interests in the Collateral in favor of the ABL Collateral Agent Trustee, for the benefit of the Secured PartiesTrustee and the Noteholders other than for Collateral (excluding Instruments) in which a security interest cannot be perfected by filing a registration statement, (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted Liens (assuming, with respect to any Instruments and Chattel Paper, that the Trustee maintains continuous possession thereof) and (c) are (assuming, with respect to Instruments and Chattel Paper, that the Trustee maintains continuous possession thereof) enforceable to the extent provided by law as such against all creditors of and purchasers from the Company and against any owner or purchaser of the real property where any of the Equipment is located and any present or future creditor obtaining a Lien on such real property except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered enforcement is sought by proceedings in a proceeding in equity equity, or at law) and an implied covenant of good faith and fair dealing). (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective Assuming that the financing statements described on SCHEDULE 3 hereto have been filed, the Liens granted by the Borrower pursuant to createthis Security Agreement, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable constitute perfected Liens on such U.S. Grantor’s Security the Collateral in which a security interest may be perfected pursuant to Article 9 of the Uniform Commercial Code as in effect in each relevant jurisdiction (the "UCC FILING COLLATERAL") in favor of the ABL Collateral Agent Agent, for the ratable benefit of the Secured PartiesLenders, which are prior to all other Liens on such Collateral created by the Borrower and in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of and purchasers from the Borrower (except purchasers of inventory or Timber in the ordinary course of business to the extent provided in Section 9-307 of the Uniform Commercial Code as in effect in each relevant jurisdiction), except in each case as to enforcement, as may be limited enforceability is affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Upon completion of the other actions described in Section 20 to perfect a security interest in the Collateral (other than the UCC Filing Collateral), the Liens granted pursuant to this Security Agreement with respect to the Collateral (other than the UCC Filing Collateral) which is the subject of any such applicable actions will constitute perfected Liens on such Collateral in which a security interest may be perfected pursuant to applicable law as in effect in each relevant jurisdiction (to the extent such Liens may be perfected by such applicable actions under such laws) in favor of the Agent, for the ratable benefit of the Lenders, which are prior to all other Liens on the Collateral created by the Borrower and in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of and purchasers from the Borrower, as the case may be, except in each case as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Subsection 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic U.S. or foreign Non-U.S. bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic U.S. or foreign non-U.S. bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required under law, (C) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (I) such Liens cannot be perfected by law the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (II) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole, (D) Liens on uncertificated securities, (E) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (F) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (G) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), upon and (H) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the completion meaning of Section 2-326 of the Filings and, with respect to Instruments, Chattel Paper and DocumentsUniform Commercial Code of the applicable jurisdiction, upon filing of the earlier financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 5.14 to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) and the recording of such Filing or the Mortgages (and the recording of any Patent and Trademark 13 156 Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to to, and continuing possession by the ABL Collateral Agentby, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (and, to the extent provided herein) , perfected security interests in such U.S. Grantor’s Security 's Collateral (but as to the Copyrights and Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other Persons, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Term Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Term Collateral AgentAgent or the Secured Party Representative, acting as agent for the applicable Term Collateral Representative or any Additional Agent, as applicableAgent for the purpose of perfection, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Term Collateral AgentAgent or the Secured Party Representative, acting as agent for the Administrative AgentTerm Collateral Agent for purposes of perfection, in accordance with the applicable Collateral Representative or any Additional Agent, as applicable Inter-creditor Agreement (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper Paper, a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Term Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permit xxx Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Term Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required under law, (C) Liens upon Trademarks and Trademark Licenses to the extent that (I) such Liens cannot be perfected by law the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (II) such Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Parent and its Subsidiaries taken as a whole, (D) Liens on uncertificated securities, (E) Liens on Collateral the perfection of which requires filings in or other actions under the laws of 12 12 jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (F) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (G) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), upon (H) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the completion meaning of Section 2-326 of the Filings and, with respect Uniform Commercial Code of the applicable jurisdiction and (I) Liens on Investment Property that is not delivered to Instruments, Chattel Paper and Documentsthe Administrative Agent or as to which the Administrative Agent does not maintain continuous possession, upon filing of the earlier financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 5.15 to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of such Filing or any Trademark Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to to, and continuing possession by the ABL Collateral Agentby, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (and, to the extent provided herein) , perfected security interests in such U.S. Grantor’s Security 's Collateral (but as to the Copyrights and Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other Persons, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable U.S. Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL U.S. Collateral Agent, the Collateral Agent or the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings andFilings, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and DocumentsDocuments of Title, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable, in accordance with any the applicable Acceptable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents of Title a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeSTA or PPSA, as applicable) by the ABL Collateral Agent, the Administrative Agent, Agent or the applicable Collateral Representative or any Additional AgentRepresentative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Acceptable Intercreditor Agreement of all Deposit Accounts, blocked accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic electronic Chattel Paper to the extent a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Acceptable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, Agent or the applicable Collateral Representative or any Additional Agent, (in accordance with any the applicable Acceptable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, Blocked Accounts, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Blocked Accounts to the extent required under Subsection 4.16 of the ABL Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts, to the extent required under Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except (i) with respect to Liens on non-U.S. Intellectual Property, and (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Canadian Collateral Agent, the Administrative Agent, the applicable Term Administrative Agent, the Term Collateral Representative Agent or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. The security interests granted pursuant to this Agreement, upon completion of the filings and other actions specified on SCHEDULE 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) This Agreement is effective to create, as collateral will constitute valid perfected security for interests in all of the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent Agent, for the benefit of the Secured Parties, except as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and purchase any Collateral from such Grantor (other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at lawthan Ordinary Course Buyers) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be are prior to all other Liens on the Collateral in existence on the date of all such filings or other Persons, in each case other than actions (i) except for Liens permitted to by the Credit Agreements which have priority pursuant to subsection 8.2 of over the ABL Credit Agreement Liens on the Collateral, (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, ii) except to the extent that any Collateral consists of any Instrument, Certificated Security or Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the recording Collateral Agent (it being understood and agreed that the failure of an assignment the Collateral Agent to take possession of any such Instrument or Certificated Security shall not impair in any respect the perfection of the security interest hereunder in such Instrument or Certificated Security to the extent perfected by filing), (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other transfer actions outside of title the United States, (iv) except, with respect to any Investment Property with respect to which the Collateral Agent has not obtained "control" (within the meaning of the applicable Uniform Commercial Code), to the ABL extent that the Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional AgentAgent does not have such "control", (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in accordance a filing made pursuant to this Agreement with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood and agreed that the failure to list any such Intellectual Property in any such filing with the United States Patent and Trademark Office or the United States Copyright Office may be necessary for shall not impair in any respect the perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered of the security interest hereunder in a proceeding in equity or at lawGeneral Intangibles) and an implied covenant of good faith and fair dealing. As used (vi) except, with respect to any Deposit Account, to the extent that a Control Agreement that is required to be in this subsection 4.2.2(b), the following terms effect pursuant to Section 5.10 with respect to such Deposit Account shall have the following meanings:not be in effect.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Revolving Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Revolving Collateral Agent, Agent or the applicable Secured Party Representative acting as agent for the Revolving Collateral Representative or any Additional Agent, as applicableAgent for purposes of perfection, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Revolving Collateral Agent, Agent or the Administrative Agent, Secured Party Representative acting as agent for the applicable Revolving Collateral Representative or any Additional AgentAgent for the purposes of perfection, as applicable in accordance with the Intercreditor Agreement (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Revolving Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Revolving Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required by law under law, (if any)C) Liens upon Patents, upon the completion of the Filings andPatent Licenses, with respect to Instruments, Chattel Paper Trademarks and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except Trademark Licenses to the extent that (I) such Liens cannot be perfected by the recording filing of an assignment financing statements under the Uniform Commercial Code or other transfer of title to by the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents filing and acceptance thereof in the United States Patent and Trademark Office or (II) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole, (D) Liens on uncertificated securities, (E) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States Copyright Office of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (F) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (G) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (H) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 5.14 to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) and the recording of the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at lawunder any Requirement of Law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:the

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Canadian Collateral Agent, the Administrative Agent, the Term Collateral Agent, the Term Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon Upon the completion of the Filings filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule (to the extent applicable), have been delivered to the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper and Documentsduly executed form), upon the earlier payment of such Filing or all applicable fees, the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative AgentCollateral Accounts, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper Paper, Letter of Credit Rights, all Uncertificated Securities and all Securities Accounts, in each case a security interest in which is perfected by such “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement security interests granted in Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security all of the Collateral (except for Excluded Perfection Assets) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office (and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local law to perfect such Lien) may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to enforcementany Excluded Perfection Assets, each Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered defined in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bthe UCC), (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts of such Grantor, (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights of such Grantor and (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Administrative Agent or its designee following terms shall have an Event of Default and to the following meanings:substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the applicable Collateral Representative or any Additional Agent, as applicableAgent for the purpose of perfection, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the Administrative AgentCollateral Agent for purposes of perfection, in accordance with the applicable Collateral Representative or any Additional Agent, as applicable Intercreditor Agreement (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper Paper, a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Term Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Canadian Collateral Agent, the Administrative Agent, Agent or the applicable Collateral Representative or any Additional Term Administrative Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security 's Collateral in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard respect to (iA) Liens on Equipment constituting Fixtures, (if any) on Specified Assets and (iiB) any rights reserved in favor of the United States government as required under law, (C) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (I) such Liens cannot be perfected by law the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (II) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Borrower and its Subsidiaries taken as a whole, (D) Liens on uncertificated securities, (E) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (F) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (G) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), upon and (H) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the completion meaning of Section 2-326 of the Filings and, with respect to Instruments, Chattel Paper and DocumentsUniform Commercial Code of the applicable jurisdiction, upon filing of the earlier financing statements delivered to the Administrative Agent by such Grantor on the Effective Date in the jurisdictions listed on Schedule 5.14 to the Senior Secured Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) and the recording of such Filing or the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Effective Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to to, and continuing possession by the ABL Collateral Agentby, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (and, to the extent provided herein) , perfected security interests in such U.S. Grantor’s Security 's Collateral (but as to the Copyrights and 21 16 Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the ABL Collateral Administrative Agent for the benefit of the Secured Parties, and which Liens will be prior to all other Liens of all other Persons, in each case other than except for Liens permitted pursuant to have priority the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.2 8.3 of the ABL Senior Secured Credit Agreement (and subject to any applicable Intercreditor Agreement), and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, (except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents Agent in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Cash Flow Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts, to the extent required under Subsection 4.16 of the Credit Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the Cash Flow Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent for the benefit of the Secured PartiesAgent, except with respect to Commercial Tort Claims acquired by Remington after the date hereof, and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.a (bii) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any)Assets, upon the completion of the Filings andFilings, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper and Documents Documents, Investment Property and monies, a security interest in which is perfected by possession, and upon the obtaining and maintenance of “"control” " (as described in the CodeUCC) by the ABL Collateral AgentAgent of all Deposit Accounts, the Administrative AgentElectronic Chattel Paper, the applicable Collateral Representative or any Additional AgentInvestment Property, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all and Letter-of-Credit Rights and all Electronic Chattel Paper Rights, a security interest in which is perfected by “"control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12", the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceabilityBuyers, and except as to enforcement, enforceability may be limited by the Assignment of Claims Act and except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bSection 4(b)(ii), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except (i) with respect to Liens on non-U.S. Intellectual Property, and (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable ABL Administrative Agent, the ABL Collateral Representative Agent, or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Term Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, Blocked Accounts, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Blocked Accounts to the extent required under Subsection 4.16 of the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and and, subject to subsection 3.4, will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the First Lien Collateral Agent, the applicable Collateral Representative or any Additional Agent, Term Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Note Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Note Collateral Agent, the Senior ABL Collateral Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Note Collateral Agent, the Administrative Trustee, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts, to the extent required under Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Note Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement Indenture (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Note Collateral Agent, Administrative the Trustee, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Term Loan Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. the Grantor, valid and enforceable Liens on such U.S. the Grantor’s Security 's Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset, or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights first ranking priority liens or deemed trusts created in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper Paper, Pledged Securities and Documents, Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper Paper, Pledged Securities and Documents of Title, a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. the Grantor’s Security 's Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents documents, in each case, in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b3.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and DocumentsDocuments of Title, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents of Title, a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor favour of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon Upon the completion of the Filings filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule to the extent applicable, have been delivered to or prepared by the Administrative Agent in completed and, with respect to Instrumentswhere required, Chattel Paper and Documentsduly executed form), upon the earlier payment of such Filing or all applicable fees, the delivery to and continuing possession by the ABL Collateral AgentAdministrative Agent of all Certificated Securities, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the CodeUniform Commercial Code as in effect in the applicable jurisdiction) by the ABL Collateral AgentAdministrative Agent of all Deposit Accounts, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds AccountAccounts, all Electronic Chattel Paper, Letter-of-Credit Rights Rights, all Uncertificated Securities and all Electronic Chattel Paper Securities Accounts, in each case a security interest in which is perfected by such “control,” and the security interests granted in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement Section 3 will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security all of the Collateral (except for Excluded Perfection Assets) in favor of the ABL Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and will be prior to all other Liens of all other Personsas collateral security for such Grantor’s Obligations, enforceable in each case other than Liens permitted to have priority pursuant to subsection 8.2 of accordance with the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as terms hereof against all other creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor other than Ordinary Course Transferees, except as (x) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, and (y) to the extent that the recording of or an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or the United States Copyright Office may be necessary for perfection or enforceability, and is and will be prior to all other Liens on such Collateral except for Permitted Liens. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 or with respect to enforcementany Excluded Perfection Assets, as may be limited each Grantor has taken all actions required hereunder to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Entitlements or Commodity Accounts (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights of such Grantor and (iii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor. (b) Each Grantor consents to the grant by applicable domestic or foreign bankruptcyeach other Grantor of the security interests granted hereby and, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating subject to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b)Section 6.9 hereunder, the following terms shall have transfer of any Capital Stock or Investment Property to the following meanings:Administrative Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, Agent or the applicable Collateral Representative or any Additional ABL Administrative Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This The security interests granted pursuant to this Agreement is effective upon completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to createon said Schedule, as collateral have been delivered to the Collateral Agent in completed and, where required, duly executed form) and the obtaining and maintenance of “control” (within the meanings of Section 8-106 and 9-104 of the UCC) by the Collateral Agent of all Deposit Accounts (other than Excluded Deposit Accounts), will constitute valid perfected security interests in all of the Collateral (except for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral Excluded Perfection Assets) in favor of the ABL Collateral Agent Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof (except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law)) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier against all creditors of such Filing or the delivery to Grantor and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than on such Collateral except for Liens permitted to which have priority pursuant to subsection 8.2 of as permitted by the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative Loan Documents or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or by operation of law. Without limiting the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, foregoing and except as to enforcementotherwise permitted or provided in Section 5 hereof, each Grantor has taken all actions necessary or desirable to: (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered defined in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bthe UCC), (ii) establish the following terms shall have Collateral Agent’s “control” (within the following meanings:meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Deposit Accounts) of such Grantor, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor and (iv) establish the Collateral Agent’s “control” (as defined in UETA) over all “transferable records” (as defined in UETA) of such Grantor. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the First Lien Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative First Lien Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Subsection 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative the First Lien Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s 's Security Collateral in favor of the ABL U.S. Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “"control” " (as described in the Code) by the ABL U.S. Collateral Agent, the Administrative Canadian Collateral Agent, the applicable Collateral Representative or any Additional U.S. Administrative Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “"control,” " and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s 's Security Collateral in favor of the ABL U.S. Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL U.S. Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Senior ABL Agent, the Administrative Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts, to the extent required under Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the Senior ABL Agent, the Senior Cash Flow Agent, the Senior Secured Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Common Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Common Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Common Collateral Agent, the any Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Common Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Common Collateral Agent, each Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. the Grantor, valid and enforceable Liens on such U.S. the Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset, or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights first ranking priority liens or deemed trusts created in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper Paper, Pledged Securities and Documents, Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper Paper, Pledged Securities and Documents of Title, a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. the Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents documents, in each case, in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b3.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the U.S. ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the U.S. ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the applicable U.S. ABL Collateral Representative or any Additional AgentAgent for the purpose of perfection, as applicable, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the U.S. ABL Collateral AgentAgent or the Secured Party Representative, acting as agent for the Administrative Agent, the applicable U.S. ABL Collateral Representative or any Additional AgentAgent for purposes of perfection, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Letter of Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the U.S. ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the U.S. ABL Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents of Title, a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described defined in the CodePPSA) by the ABL Canadian Agent, the Canadian Collateral Agent, the Administrative Agent, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with any the applicable Intercreditor Agreement Agreement, of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds AccountAccount and electronic chattel paper, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Section 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. the Grantor, valid and enforceable Liens on such U.S. the Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset, or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights first ranking priority liens or deemed trusts created in favor favour of the United States Canadian federal, provincial or territorial government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper Paper, Pledged Securities, Securities and Documents, Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the ABL Canadian Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Agent of all Instruments, Chattel Paper Paper, Pledged Securities, Securities and Documents of Title, a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. the Grantor’s Security Collateral in favor favour of the ABL Canadian Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Canadian Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents documents, in each case, in the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b3.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in ”, and, with respect to the case Term C Loan Collateral Accounts, delivery to the Collateral Agent of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12fully executed deposit account control agreements, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Assuming that the financing statements described on SCHEDULE 3 hereto have been filed, the Liens granted by the Grantor pursuant to this Security Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable constitute perfected Liens on such U.S. Grantor’s Security the Collateral in which a security interest may be perfected pursuant to Article 9 of the Uniform Commercial Code as in effect in each relevant jurisdiction (the "UCC FILING COLLATERAL") in favor of the ABL Collateral Agent Agent, for the ratable benefit of the Secured PartiesLenders, which are prior to all other Liens on such Collateral created by the Grantor and in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of and purchasers from the Grantor (except purchasers of inventory or Timber in the ordinary course of business to the extent provided in Section 9-307 of the Uniform Commercial Code as in effect in each relevant jurisdiction), except in each case as to enforcement, as may be limited enforceability is affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Upon completion of the other actions described in Section 20 to perfect a security interest in the Collateral (other than the UCC Filing Collateral), the Liens granted pursuant to this Security Agreement with respect to the Collateral (other than the UCC Filing Collateral) which is the subject of any applicable such action, will constitute perfected Liens on such Collateral in which a security interest may be perfected pursuant to applicable law as in effect in each relevant jurisdiction (to the extent such Liens may be perfected by such applicable actions under such laws) in favor of the Agent, for the ratable benefit of the Lenders, which are prior to all other Liens on the Collateral created by the Grantor and in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of and purchasers from the Grantor, except in each case as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (ai) This Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Administrative Agent for the ratable benefit of the Secured PartiesLenders, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Except with regard to (i) Liens (if any) on Specified Assets Assets, and (ii) any rights except with regard to Liens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Code in favor accordance herewith, would in the case of Patents and Trademarks listed in Schedule I and II hereto, or in the case of Patent Licenses and Trademark licenses listed in Schedule I and II hereto may, be perfected upon the filing, acceptance and recordation thereof in the United States government as required by law (if any)Patent and Trademark Office, upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12Filings, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security the Collateral in favor of the ABL Collateral Administrative Agent for the ratable benefit of the Secured PartiesLenders, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course TransfereesBuyers, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(bSection 4(b)(ii), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicableRepresentative, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents its agent appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement Agreement, of the Collateral Proceeds Account, Blocked Accounts, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Blocked Accounts to the extent required under subsection 4.16 of the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and and, subject to subsection 3.4, will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, Agent or the applicable Secured Party Representative acting as agent for the ABL Collateral Representative or any Additional Agent, as applicableAgent for the purpose of perfection, in accordance with any applicable the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral AgentAgent or the Secured Party Representative acting as agent for the ABL Collateral Agent for purposes of perfection, in accordance with the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable Intercreditor Agreement (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral AgentAgent or the Secured Party Representative, Administrative Agentas applicable, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable the Intercreditor Agreement) Agreement or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12”, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Permitted Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Section 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any the applicable Intercreditor Agreement of all Deposit Accounts, all Blocked Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts and Blocked Accounts to the extent required under Subsection 4.16 of the Senior ABL Facility Agreement (or any corresponding provision of any Additional ABL Credit Facility)) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. GrantorObligations, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Letter-of-Credit Rights Account and all Electronic Chattel Paper a security interest in which is perfected by “control,” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other PersonsPersons securing Indebtedness, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of by the ABL Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this subsection Subsection 4.2.2(b), the following terms shall have the following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL U.S. Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset or (ii) as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, Documents upon the earlier of such Filing or the delivery to and continuing possession by the ABL U.S. Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the ABL U.S. Collateral Agent, the Administrative Canadian Collateral Agent, the applicable Collateral Representative or any Additional U.S. Administrative Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable the Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 7 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.125.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL U.S. Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case Persons other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement)Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL U.S. Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) Agent or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law) and or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have the following meanings: