Common use of 17Security Documents Clause in Contracts

17Security Documents. (i) The Security Documents are effective to create in favor of the Agent for the benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest (except as 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) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Securities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and (ii) the other Collateral described in the Security Documents, when financing statements in appropriate form are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations. (ii) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), such Mortgage shall be effective to create in favor of the Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Subordination Agreement), Liens permitted by Section 7.01 or other encumbrances or rights permitted by the relevant Mortgage).

17Security Documents. (ia) The Security Documents are Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid and enforceable security interest (except as 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) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any and proceeds thereof. As of any item of Collateral) to the extent required by the Security Documents. In Closing Date, in the case of (i) the Pledged Securities Collateral described in the Security Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Securities Collateral and required to be delivered under the Collateral Agreement are delivered to the Agent (or held Collateral Agent, and in trust therefore by any gratuitous bailee pursuant to the terms case of the Subordination Agreement) and (ii) the other Collateral described in the Security DocumentsCollateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in appropriate form the Perfection Certificate are filed, within the time periods (if any) required by applicable law, filed in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to in the Agent) and such other filings as are specified on Schedule 5.17 are madePerfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (and, subject to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery Section 9-315 of the Pledged Securities required to be delivered on New York Uniform Commercial Code, the Closing Date)proceeds thereof, as security for the ObligationsObligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (iia) Upon When the execution Collateral Agreement or an ancillary document thereunder is properly filed and delivery of any Mortgage recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c)perfected by such filings, such Mortgage shall be effective to create in favor upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Parties) shall constitute have a fully perfected Lien (subject to ​ ​ exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Xxxx on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered Copyrights included in the Collateral, only to the extent such United States registered Copyrights are listed in such mortgaged property and ancillary document filed with the proceeds thereof, as security for the Obligations (as defined United States Copyright Office) listed in the relevant Mortgage)such ancillary document, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered Trademarks and Patents, Trademark and Patent applications and registered Copyrights acquired by the Loan Parties after the Closing Date). (b) The Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Subordination Agreement)Uniform Commercial Code, Liens permitted by Section 7.01 or the proceeds thereof, in each case prior and superior in right to the Lien of any other encumbrances or rights permitted by the relevant Mortgage)person, except for Permitted Liens.

17Security Documents. (ia) The Security Documents are Collateral Agreement is effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid and enforceable security interest (except as 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) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any and proceeds of any item of Collateral) to the extent required by the Security Documentsthereof. In the case of (i) the Pledged Securities Collateral described in the Security Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Securities Collateral are delivered to the Administrative Agent (or held a designated bailee thereof), and in trust therefore by any gratuitous bailee pursuant to the terms case of the Subordination Agreement) and (ii) the other Collateral described in the Security DocumentsCollateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement)), when financing statements and other filings specified in appropriate form the Collateral Agreement are filed, within the time periods (if any) required by applicable law, filed in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered in the schedules to the Agent) and such other filings as are specified on Schedule 5.17 are madeCollateral Agreement, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (and, subject to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery Section 9-315 of the Pledged Securities required to be delivered on New York Uniform Commercial Code, the Closing Date)proceeds thereof, as security for the ObligationsObligations to the 122 extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens). (iib) Upon When the execution Collateral Agreement or a summary thereof is properly filed in the United States Patent and delivery of any Mortgage Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c)perfected by such filings, such Mortgage shall be effective to create in favor upon the proper filing of the financing statements referred to in paragraph (a) of this Section 3.17, the Administrative Agent (for the benefit of the Secured Parties Parties) shall have, solely if and to the extent that a legalsecurity interest may be perfected by making such filings, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such mortgaged property and the proceeds thereof, as security for the Obligations (as defined thereunder in the relevant Mortgage)domestic Intellectual Property, in each case prior and superior in right to the Lien of any other Person person (subject except for Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors after the Closing Date). (c) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the Subordination Agreement)contrary, Liens permitted by Section 7.01 neither Holdings, the Borrower nor any Restricted Subsidiary makes any representation or other encumbrances warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Loan Party, or as to the rights permitted by and remedies of the relevant Mortgage)Administrative Agent or any Lender with respect thereto, under foreign law.

17Security Documents. (ia) The Each Security Documents are Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid and enforceable security interest (except as 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) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any and proceeds thereof. As of any item of Collateral) to the extent required by the Security Documents. In Closing Date, the case of (i) the Pledged Securities Collateral described in the Security Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Securities Collateral and required to be delivered under the applicable Security Document are delivered to the Agent (or held Collateral Agent, and in trust therefore by any gratuitous bailee pursuant to the terms case of the Subordination Agreement) and (ii) the other Collateral described in the Security DocumentsCollateral Agreement (other than the Intellectual Property as described in clause (b)), when financing statements and other filings specified in appropriate form the Perfection Certificate are filed, within the time periods (if any) required by applicable law, filed in the offices specified on Schedule 5.17 in the Perfection Certificate, the Collateral Agent (which for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the ​ ​ ​ extent perfection can be obtained by filing Uniform Commercial Code financing statements have been duly completed or possession, in each case prior and executed (as applicable) and delivered superior in right to the AgentLien of any other person (except Permitted Liens). (b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such other filings as are specified on Schedule 5.17 are madefilings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral listed in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations. (ii) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), such Mortgage shall be effective to create in favor of the Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)ancillary document, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens (subject it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the Subordination Agreement)contrary, Liens permitted by Section 7.01 neither the Borrower nor any other Loan Party (other than any Loan Party that is a Foreign Subsidiary) makes any representation or other encumbrances warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights permitted by and remedies of the relevant Mortgage)Agents or any Lender with respect thereto, under foreign law, except, in each case, with respect to the Equity Interests of any Foreign Subsidiary that is a Loan Party.

17Security Documents. (i) The Security Documents are effective to create in favor of the Agent for the benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest (except as 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) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Securities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and (ii) the other Collateral described in the Security Documents, when financing statements in appropriate form are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the ABL Agent, (ii) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.01 and (iii) Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the Liens securing the Obligations) to the extent required by the Security Documents. (ii) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), such Mortgage shall be effective to create in favor of the Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Subordination Intercreditor Agreement), Liens permitted by Section 7.01 or other encumbrances or rights permitted by the relevant Mortgage).