Common use of Junior Security Interest Clause in Contracts

Junior Security Interest. (a) WFBC agrees that Gateway may take a security interest in WFBC Collateral junior to the security interest of WFBC to secure the TSA Obligations and that the granting of such junior security interest shall not be deemed to be a default under the Account Purchase Agreement. Gateway agrees that the security interest of WFBC in WFBC Collateral granted under the Asset Purchase Agreement shall be and remain senior to the security interest of Gateway granted hereby in WFBC Collateral. MPC agrees that the grant of any security interest in WFBC Collateral other than the security interest to Gateway securing payment of the TSA Obligations shall be a default under the terms of the Account Purchase Agreement. (b) Subject to the first-priority security interest granted to WFBC under the Asset Purchase Agreement, MPC hereby grants to Gateway, as collateral for the TSA Obligations, a security interest, under the Uniform Commercial Code as in effect in the applicable jurisdiction (the “UCC”), in the following described property, as defined under the UCC: all presently existing or hereafter arising, now owned or hereafter acquired property including, but not limited to, accounts, general intangibles, contracts rights, investment property, deposit accounts, the Gateway Reserve Funds (as defined below) established hereunder, inventory, instruments, chattel paper, documents, insurance proceeds, and all books and records pertaining to accounts and all proceeds and products of the foregoing property together with a controlled collateral account to be maintained at Wxxxx Fargo Bank, N.A. and controlled by WFBC with a balance of $1,500,000 which account shall serve as additional collateral for the TSA Obligations (collectively, “Gateway Collateral” and, together with WFBC Collateral, “Common Collateral”). (c) MPC shall execute and deliver to Gateway any and all documents and instruments as Gateway may request from time to time. MPC authorizes Gateway to file a UCC financing statement with any appropriate authority reflecting its security interest and further authorizes Gateway to file other filings including amendments (other than amendments adding collateral) as Gateway deems appropriate. (d) WFBC hereby acknowledges that if and to the extent it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) of any Common Collateral, such possession or control is also for the benefit of Gateway solely to the extent required to perfect Gateway’s security interest in such Common Collateral. (e) The parties hereto agree that all proceeds of Common Collateral resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any enforcement action shall be distributed, first to WFBC for the payment of all amounts owing by MPC to WFBC under the Account Purchase Agreement, until such time that all such amounts have been paid in full, and second to Gateway for the payment of the TSA Obligations until all such amounts have been paid in full.

Junior Security Interest. (a) WFBC agrees that Gateway may take a security interest in WFBC Collateral junior to the security interest of WFBC to secure the TSA Obligations and that the granting of such junior security interest shall not be deemed to be a default under the Account Purchase Agreement. Gateway agrees that the security interest of WFBC in WFBC Collateral granted under the Asset Purchase Agreement shall be and remain senior to the security interest of Gateway granted hereby in WFBC Collateral. MPC agrees that the grant of any security interest in WFBC Collateral other than the security interest to Gateway securing payment of the TSA Obligations shall be a default under the terms of the Account Purchase Agreement. (b) Subject to the first-priority security interest granted to WFBC under the Asset Purchase Agreement, MPC hereby grants to Gateway, as collateral for the TSA Obligations, a security interest, under the Uniform Commercial Code as in effect in the applicable jurisdiction (the “UCC”), in the following described property, as defined under the UCC: all presently existing or hereafter arising, now owned or hereafter acquired property including, but not limited to, accounts, general intangibles, contracts rights, investment property, deposit accounts, the Gateway Reserve Funds (as defined below) established hereunder, inventory, instruments, chattel paper, documents, insurance proceeds, and all books and records pertaining to accounts and all proceeds and products of the foregoing property together with a controlled collateral account to be maintained at Wxxxx Xxxxx Fargo Bank, N.A. and controlled by WFBC with a balance of $1,500,000 which account shall serve as additional collateral for the TSA Obligations (collectively, “Gateway Collateral” and, together with WFBC Collateral, “Common Collateral”). (c) MPC shall execute and deliver to Gateway any and all documents and instruments as Gateway may request from time to time. MPC authorizes Gateway to file a UCC financing statement with any appropriate authority reflecting its security interest and further authorizes Gateway to file other filings including amendments (other than amendments adding collateral) as Gateway deems appropriate. (d) WFBC hereby acknowledges that if and to the extent it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) of any Common Collateral, such possession or control is also for the benefit of Gateway solely to the extent required to perfect Gateway’s security interest in such Common Collateral. (e) The parties hereto agree that all proceeds of Common Collateral resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any enforcement action shall be distributed, first to WFBC for the payment of all amounts owing by MPC to WFBC under the Account Purchase Agreement, until such time that all such amounts have been paid in full, and second to Gateway for the payment of the TSA Obligations until all such amounts have been paid in full.

Junior Security Interest. (a) WFBC agrees that Gateway may take a security interest in WFBC Collateral junior to the security interest of WFBC to secure the TSA Obligations and that the granting of such junior security interest shall not be deemed to be a default under the Account Purchase AgreementAgreements. Gateway agrees that the security interest of WFBC in WFBC Collateral granted under the Asset Purchase Agreement Agreements shall be and remain senior to the security interest of Gateway granted hereby in WFBC Collateral. MPC agrees and Gateway Companies agree that the grant of any security interest in WFBC Collateral other than the security interest to Gateway securing payment of the TSA Obligations shall be a default under the terms of the Account Purchase AgreementAgreements. (b) Subject to the first-priority security interest granted to WFBC under the Asset Purchase AgreementAgreements, MPC and Gateway Companies hereby grants grant to Gateway, as collateral for the TSA Obligations, a security interest, under the Uniform Commercial Code as in effect in the applicable jurisdiction (the “UCC”), in the following described property, as defined under the UCC: all presently existing or hereafter arising, now owned or hereafter acquired property including, but not limited to, accounts, general intangibles, contracts rights, investment property, deposit accounts, the Gateway Reserve Funds (as defined below) established hereunder, inventory, instruments, chattel paper, documents, insurance proceeds, and all books and records pertaining to accounts and all proceeds and products of the foregoing property together with a controlled collateral account to be maintained at Wxxxx Xxxxx Fargo Bank, N.A. and controlled by WFBC with a balance of $1,500,000 which account shall serve as additional collateral for the TSA Obligations (collectively, “Gateway Collateral” and, together with WFBC Collateral, “Common Collateral”). (c) MPC and Gateway Companies shall execute and deliver to Gateway any and all documents and instruments as Gateway may request from time to time. MPC authorizes and Gateway Companies authorize Gateway to file a UCC financing statement statements with any appropriate authority reflecting its security interest and further authorizes authorize Gateway to file other filings including amendments (other than amendments adding collateral) as Gateway deems appropriate. (d) WFBC hereby acknowledges that if and to the extent it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) of any Common Collateral, such possession or control is also for the benefit of Gateway solely to the extent required to perfect Gateway’s security interest in such Common Collateral. (e) The parties hereto agree that all proceeds of Common Collateral resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any enforcement action shall be distributed, first to WFBC for the payment of all amounts owing by MPC to WFBC under the Account Purchase Agreement, until such time that all such amounts have been paid in full, and second to Gateway for the payment of the TSA Obligations until all such amounts have been paid in full.

Junior Security Interest. (a) WFBC agrees that Gateway may take a security interest in WFBC Collateral junior to the security interest of WFBC to secure the TSA Obligations and that the granting of such junior security interest shall not be deemed to be a default under the Account Purchase AgreementAgreements. Gateway agrees that the security interest of WFBC in WFBC Collateral granted under the Asset Purchase Agreement Agreements shall be and remain senior to the security interest of Gateway granted hereby in WFBC Collateral. MPC agrees and Gateway Companies agree that the grant of any security interest in WFBC Collateral other than the security interest to Gateway securing payment of the TSA Obligations shall be a default under the terms of the Account Purchase AgreementAgreements. (b) Subject to the first-priority security interest granted to WFBC under the Asset Purchase AgreementAgreements, MPC and Gateway Companies hereby grants grant to Gateway, as collateral for the TSA Obligations, a security interest, under the Uniform Commercial Code as in effect in the applicable jurisdiction (the “UCC”), in the following described property, as defined under the UCC: all presently existing or hereafter arising, now owned or hereafter acquired property including, but not limited to, accounts, general intangibles, contracts rights, investment property, deposit accounts, the Gateway Reserve Funds (as defined below) established hereunder, inventory, instruments, chattel paper, documents, insurance proceeds, and all books and records pertaining to accounts and all proceeds and products of the foregoing property together with a controlled collateral account to be maintained at Wxxxx Xxxxx Fargo Bank, N.A. and controlled by WFBC with a balance of $1,500,000 which account shall serve as additional collateral for the TSA Obligations (collectively, “Gateway Collateral” and, together with WFBC Collateral, “Common Collateral”). (c) MPC and Gateway Companies shall execute and deliver to Gateway any and all documents and instruments as Gateway may request from time to time. MPC authorizes and Gateway Companies authorize Gateway to file a UCC financing statement statements with any appropriate authority reflecting its security interest and further authorizes authorize Gateway to file other filings including amendments (other than amendments adding collateral) as Gateway deems appropriate. (d) WFBC hereby acknowledges that if and to the extent it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) of any Common Collateral, such possession or control is also for the benefit of Gateway solely to the extent required to perfect Gateway’s security interest in such Common Collateral. (e) The parties hereto agree that all proceeds of Common Collateral resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any enforcement action shall be distributed, first to WFBC for the payment of all amounts owing by MPC to WFBC under the Account Purchase Agreement, until such time that all such amounts have been paid in full, and second to Gateway for the payment of the TSA Obligations until all such amounts have been paid in full.