Common use of U.S. Security Documents Clause in Contracts

U.S. Security Documents. (i) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Amended and Restated ABL Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (ii) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Collateral” other than the “Pledged Collateral” (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Collateral in which a security interest can be perfected by the filing of a UCC financing statement, financing statements in appropriate form have been filed in the offices specified on Schedule 1.04 to the Perfection Certificate most recently delivered to Agent, and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constituted a perfected security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the financing statements referred to in Section 9.1.17(c)(ii) above have been appropriately filed and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constitutes a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Obligors after the Original Closing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iv) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (v) The information set forth in the Schedules to the Amended and Restated ABL Guarantee and Collateral Agreement is true, complete and correct as of the Closing Date.

U.S. Security Documents. (i) The Amended and Restated ABL Guarantee and Collateral Agreement is U.S. Security Documents are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Amended and Restated ABL Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject Loan Parties party to the Intercreditor Agreement. (ii) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest U.S. Security Documents in the “Collateral” other than the “Pledged Collateral” Collateral (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreementapplicable U.S. Security Document) and, (i) when financing statements in respect appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the security interest created by the U.S. Security Documents shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral (other than the intellectual property and other than any portion of such Collateral in which a security interest can cannot be perfected by filing a financing statement under the filing of a UCC financing statement, financing statements Uniform Commercial Code as in appropriate form have been filed effect at the relevant time in the offices specified on Schedule 1.04 to relevant jurisdiction), (ii) upon the Perfection Certificate most recently delivered to Agenttimely filing and recordation of the Trademark Security Agreement in the United States Patent and Trademark Office, together with the payment of all filing and recordation fees associated therewith, and the taking of all actions required under the law of the jurisdiction of location of each Loan Party organized in the United States (as determined pursuant to Section 9-307 Uniform Commercial Code) party to the Trademark Security Agreement with respect to the perfection of a security interest created by in such intangible property, the Amended and Restated ABL Guarantee and Collateral Agreement constituted Administrative Agent will have a perfected security interest in all right, title and interest (for the ratable benefit of the grantors thereunder Secured Parties) in the United States registered trademarks and applications therefor (but excluding any “intent to use” applications) specified on Schedule 12 to the Perfection Certificate, and (iii) upon delivery to the Administrative Agent (for the ratable benefit of the Secured Parties) in the State of New York of the certificates identified on Schedule 10 to the Perfection Certificate, indorsed in blank or to the Administrative Agent by an effective indorsement or accompanied by stock powers with respect thereto indorsed in blank by an effective indorsement, the Administrative Agent will have a perfected security interest (for the ratable benefit of the Secured Parties) in such Collateral certificates under the Uniform Commercial Code to the extent they are “securities ” (other than as such term is defined in Section 8-102(a)(15) of the Intellectual PropertyUniform Commercial Code), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the financing statements referred to in Section 9.1.17(c)(ii) above have been appropriately filed and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constitutes a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Obligors after the Original Closing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iv) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, Lien granted in favor of and reasonably satisfactory to Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor AgreementPerson that is prohibited hereunder. (v) The information set forth in the Schedules to the Amended and Restated ABL Guarantee and Collateral Agreement is true, complete and correct as of the Closing Date.

U.S. Security Documents. (i) The Amended U.S. Security Documents and Restated ABL Guarantee and Collateral Agreement is the DIP Order are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Amended and Restated ABL Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject Loan Parties party to the Intercreditor Agreement. (ii) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest U.S. Security Documents in the “Collateral” other than the “Pledged Collateral” Collateral (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreementapplicable U.S. Security Document) and, other than security interests perfected in respect accordance with the DIP Order, (i) when financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the security interest created by the U.S. Security Documents shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral (other than the intellectual property and other than any portion of such Collateral in which a security interest can cannot be perfected by filing a financing statement under the filing of a UCC financing statement, financing statements Uniform Commercial Code as in appropriate form have been filed effect at the relevant time in the offices specified on Schedule 1.04 to relevant jurisdiction), (ii) upon the Perfection Certificate most recently delivered to Agenttimely filing and recordation of the Trademark Security Agreement in the United States Patent and Trademark Office, together with the payment of all filing and recordation fees associated therewith, and the taking of all actions required under the law of the jurisdiction of location of each non-Debtor Loan Party organized in the United States (as determined pursuant to Section 9-307 Uniform Commercial Code) party to the Trademark Security Agreement with respect to the perfection of a security interest created by in such intangible property, the Amended and Restated ABL Guarantee and Collateral Agreement constituted Administrative Agent will have a perfected security interest in all right, title and interest (for the ratable benefit of the grantors thereunder Secured Parties) in the United States registered trademarks and applications therefor (but excluding any “intent to use” applications) specified on Schedule 12 to the Perfection Certificate, (iii) upon delivery of a fully executed Escrow Agreement by each Loan Party party thereto, the Administrative Agent will have a perfected security interest (for the ratable benefit of the Secured Parties) in the DIP Loan Proceeds Disbursement Account, and (iv) upon delivery to the Administrative Agent (for the ratable benefit of the Secured Parties) in the State of New York of the certificates identified on Schedule 10 to the Perfection Certificate, indorsed in blank or to the Administrative Agent by an effective indorsement or accompanied by stock powers with respect thereto indorsed in blank by an effective indorsement, the Administrative Agent will have a perfected security interest (for the ratable benefit of the Secured Parties) in such Collateral certificates under the Uniform Commercial Code to the extent they are “securities” (other than as such term is defined in Section 8-102(a)(15) of the Intellectual PropertyUniform Commercial Code), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the financing statements referred to in Section 9.1.17(c)(ii) above have been appropriately filed and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constitutes a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Obligors after the Original Closing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iv) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, Lien granted in favor of and reasonably satisfactory to Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor AgreementPerson that is prohibited hereunder. (v) The information set forth in the Schedules to the Amended and Restated ABL Guarantee and Collateral Agreement is true, complete and correct as of the Closing Date.

U.S. Security Documents. (i) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Amended and Restated ABL Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (ii) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Collateral” other than the “Pledged Collateral” (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Collateral in which a security interest can be perfected by the filing of a UCC financing statement, financing statements in appropriate form have been filed in the offices specified on Schedule 1.04 to the Perfection Certificate most recently delivered to Agent, and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constituted a perfected security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the financing statements referred to in Section 9.1.17(c)(ii) above have been appropriately filed and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constitutes a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Obligors after the Original Closing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iv) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (v) The information set forth in the Schedules to the Amended and Restated ABL Guarantee and Collateral Agreement is true, complete and correct as of the Closing Date.

U.S. Security Documents. (i) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Pledged Collateral” (as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, such Collateral has been delivered to Agent or the Controlling Term Loan Agent, in its capacity as agent for Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as Agent or the Controlling Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Amended and Restated ABL Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Senior Term Loan Documents and the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (ii) The Amended and Restated ABL Guarantee and Collateral Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Collateral” other than the “Pledged Collateral” (in each case as defined in the Amended and Restated ABL Guarantee and Collateral Agreement) and, in respect of such Collateral in which a security interest can be perfected by the filing of a UCC financing statement, financing statements in appropriate form have been filed in the offices specified on Schedule 1.04 to the Perfection Certificate most recently delivered to Agent, and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constituted a perfected security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iii) The Amended and Restated ABL Guarantee and Collateral Agreement (or a summary thereof) has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the financing statements referred to in Section 9.1.17(c)(ii) above have been appropriately filed and the security interest created by the Amended and Restated ABL Guarantee and Collateral Agreement constitutes a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Obligors after the Original Closing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (iv) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (v) The information set forth in the Schedules to the Amended and Restated ABL Guarantee and Collateral Agreement is true, complete and correct as of the Closing Date.