Common use of Notes Collateral Documents Clause in Contracts

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure 8 NTD: subject to review of collateral documentation from K&E by W&C debt finance team. Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor AgreementsAgreement, as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements Agreement prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements Agreement at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer and each of the Guarantors party hereto shall deliver to the Secured Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal ofof and interest, premium (if any) and interest , on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofof and interest (to the extent permitted by law), premium (if any) and interest , on the Notes shall be and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and has entered into simultaneously with the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit execution of the Holders, the Trustee and the Secured Notes Collateral Agent and this Indenture or pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreementshereof. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Notes Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of Collateral) and as the Intercreditor Agreements, as each same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwith the terms hereof and thereof. It is hereby expressly acknowledged and agreed that neither the Trustee nor the Notes Collateral Agent is responsible for the terms or contents of Notes Collateral Documents, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. The Issuer shall deliver to the Trustee copies of all documents delivered to the Notes Collateral Agent pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Notes Collateral Documents, to assure and confirm to the Secured Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take any and all actions, including those requested by the Trustee or the Notes Collateral Agent reasonably required to cause the Notes Collateral Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Notes Collateral Agent for the benefit of the Holders, sharing (i) equally and ratably with the Term Loan Credit Facility Obligations, by the first-priority Liens granted by the Issuer and the Subsidiary Guarantors on substantially all of the tangible and intangible assets of the Issuer and the Subsidiary Guarantors (whether now owned or subsequently arising or acquired) (other than the Second-Priority Collateral) pursuant to one or more First Lien Security Documents among the Issuer, the Subsidiary Guarantors and the Notes Collateral Agent and, with respect to assets consisting of certain Real Property and Fixtures (whether now owned or hereinafter arising or acquired), 116 pursuant to mortgages, deeds of trust or deeds to secure debt (the foregoing being the “First-Priority Collateral”) and (ii) equally and ratably with the Term Loan Credit Facility Obligations and subject to the first priority Liens securing the Revolving Credit Facility Obligations granted by the Issuer and the Subsidiary Guarantors on substantially all of the cash, accounts and inventory of the Issuer and the Subsidiary Guarantors, and any other property with respect to, evidencing or relating to such cash, accounts and inventory (whether now owned or hereinafter arising or acquired) and the proceeds and products thereof, other than the ICTC Excluded Collateral and the Excluded Property (the foregoing being the “Second-Priority Collateral”); provided, that the First-Priority Collateral and the Second-Priority Collateral will be subject to Permitted Liens and will not include any Excluded Property or the ICTC Excluded Collateral.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (premium, if any) , and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) of and interest on the Notes and Guarantees and performance of all other Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents)Documents, which define the terms of the Liens that secure Note the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Noteholder Secured Notes Collateral Agent and Parties pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each may be in effect or may be amended from time to time in accordance with their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following and authorizes and directs the Issue Date, Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwhich it is a party. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to assure and confirm to the Secured Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Notes Collateral Documents to create, perfect and maintain, as security for the Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Notes Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Notes Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Noteholder Secured Parties shall not have a Lien on the Excluded Assets.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Intercreditor Agreements, the Issuer and the Guarantors shall execute, file or cause the filing of any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Notes Collateral Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any ABL Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the ABL Credit Agreement.

Notes Collateral Documents. (ai) The payment of all Obligations of the Issuer and the Guarantors In order to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including secure the due and punctual payment of the principal ofObligations under this Indenture, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes Collateral Documents, the Company, the Subsidiary Guarantors, the Collateral Agent and the other parties thereto, or other parties in accordance with the provisions of Section 417 and this Article XIV, will enter into the applicable Notes Collateral Documents. The Company and the Subsidiary Guarantors shall make all filings under the Uniform Commercial Code and any other applicable laws (including filings of continuation statements and amendments to UCC financing statements that may be secured necessary to continue the effectiveness of such UCC financing statements) as provided in are required by this Indenture and/or the Notes Collateral Documents to maintain (upon at the entry into such documents), which define the terms sole cost and expense of the Liens that secure Note Obligations, Company and the Subsidiary Guarantors) the security interests created by the Notes Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer Agreements and the Guarantors hereby acknowledge and agree that the Secured other Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant Documents) as a perfected security interest to the terms of extent perfection is required by the Notes Collateral Documents and within the Intercreditor Agreements. Each Holdertime frames set forth therein, by accepting a Note, consents and agrees subject only to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, as each may be in effect or may be amended from time to time in accordance with their terms and this IndenturePermitted Liens, and authorizes and directs with the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and priority required by the Intercreditor Agreements prior to, on or and the other Notes Collateral Documents. The Company shall use commercially reasonable efforts to deliver the Real Property Collateral Documents within 180 days following the Issue DateDate (or, and the Notes Collateral Documents and the Intercreditor Agreements at with respect to any time Material Real Property acquired by a Grantor after the Issue Date, if applicablewithin 180 days following the acquisition of such Material Real Property), and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to as such date will be done all such acts and things as may be reasonably required extended without further action by the next sentence of this Section 12.1, to assure and confirm any Person to the Secured Notes Collateral Agent extent any such actions are not or cannot be completed within such timeframe as a result of the security interest in occurrence of the Collateral contemplated herebyCOVID-19 pandemic (including, by the Notes Collateral Documents or any part thereofwithout limitation, as from time a result of any notary services being unavailable) after the use of commercially reasonable efforts to time constituted, do so as or without undue burden or expense or risk to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressedhuman health.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal ofof and interest, premium (if any) and interest , on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofof and interest (to the extent permitted by law), premium (if any) and interest , on the Notes shall be and performance of all other obligations of the Issuer to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and has entered into simultaneously with the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit execution of the Holders, the Trustee and the Secured Notes Collateral Agent and this Indenture or pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreementshereof. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Notes Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of Collateral) and as the Intercreditor Agreements, as each same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwith the terms hereof and thereof. The Issuer shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Notes Collateral Documents, to assure and confirm to the Secured Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take any and all actions, including those requested by the Trustee or the Collateral Agent reasonably required to cause the Notes Collateral Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, sharing equally and ratably with all other existing and future First-Lien Obligations of the Issuer and the Guarantors (including their respective Credit Agreement Obligations), subject to Permitted Liens.