Common use of Security Matters Clause in Contracts

Security Matters. (a) The US Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the US Pledge and Security Agreement) of the Credit Parties party thereto as of the Closing Date and (i) when the Pledged Collateral (as defined in the US Pledge and Security Agreement) is delivered to the Collateral Agent together with stock, membership interest powers or other appropriate instruments of transfer duly executed in blank, the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Collateral, and (ii) when financing statements in appropriate form are filed in the jurisdiction of organization of each US Entity (and in the District of Columbia with respect to any Non-US Entity that is a signatory to the US Pledge and Security Agreement), the Lien created under the US Pledge and Security Agreement will constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral (other than Intellectual Property (as defined in the US Pledge and Security Agreement)) on which a Lien may be perfected by the filing of a financing statement. (b) Upon the recordation of the US Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Tronox US and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office (and, with respect to any equivalent rights outside of the United States, the taking of appropriate actions under the laws of such jurisdictions as required pursuant to the terms of the US Pledge and Security Agreement, including filing in other appropriate foreign or international offices or registrars), together with the financing statements or such other filings in appropriate form are filed in the jurisdiction of organization of each US Entity (and in the District of Columbia with respect to any Non-US Entity that is a signatory to the US Pledge and Security Agreement), the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in the Intellectual Property (as defined in the US Pledge and Security Agreement) (it being understood that (i) subsequent filings and recordings in the United States Patent and Trademark Office and the United States Copyright Office and equivalent offices outside the United States may be necessary with respect to registered trademarks and patents, trademark and patent applications and registered copyrights acquired or created by the Credit Parties after the date hereof and (ii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, in no event shall any of the Credit Parties be required to make any filings or recordings with intellectual property offices in Asia). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable First Priority Lien on all of the Credit Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified as of the Closing Date on Schedule 4.28 (and specified as of the Acquisition Date after giving effect to the supplements thereto contemplated by Section 10.5(f)) and all related recording fees paid, the Mortgages shall constitute a fully perfected First Priority Lien on, and, subject to the exceptions set forth in the applicable Mortgage, security interest in, all right, title and interest of the Credit Parties in each such Mortgaged Property and the proceeds thereof. (d) Subject to the Legal Reservations, the UK Collateral Documents, if any, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, enforceable and perfected First Priority Lien in the “Collateral” (as defined in the relevant UK Security Document) of the Credit Parties party to such documents to the extent set forth therein. (e) Any Collateral Document governed by applicable Australian laws (including but not limited to one or more Australian General Security Deeds and one or more Australian Specific Security Deeds), Dutch laws or Bahamian laws creates an effective First Priority Lien over the assets purported to be secured by it.

Security Matters. (a) The US Pledge To the extent that any of International Holdings, Euroweb, Invitel International, International Hungary and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor Memorex Turkey is a Subsidiary of the Collateral AgentIssuer on the date that is 18 months after the Issue Date, for the ratable benefit Issuer shall, and shall cause its Restricted Subsidiaries to, ensure that, on or before the date that is 18 months after the Issue Date, the capital stock of such entity and all of the Secured Partiesassets of any such entity, a legal, valid and enforceable security interest in the Collateral (as defined in the US Pledge and Security Agreement) of the Credit Parties party thereto as of the Closing Date and including (i) when the Pledged Collateral (as defined in the US Pledge and Security Agreement) is delivered to the Collateral Agent together with stockbank accounts, membership interest powers or other appropriate instruments of transfer duly executed in blank, the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Collateral, and (ii) when financing statements in appropriate form are filed in the jurisdiction of organization intra-group loans, (iii) intra-group receivables and (iv) all assets (pursuant to a floating charge or equivalent security, if any) of each US Entity (such entity are pledged to secure the Notes and in the District of Columbia with respect to any Non-US Entity that is Guarantees on a signatory first priority basis pursuant to the US Pledge forms of Security Documents attached hereto as Exhibit F and Security Agreement), the Lien created shall constitute Collateral for all purposes under the US Pledge Indenture and Security Agreement will constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest the Intercreditor Agreement; provided that the assets of Memorex Turkey shall not be pledged to secure the Credit Parties in such Collateral (other than Intellectual Property (Notes for so long as defined in the US Pledge and Security Agreement)) on which a Lien may be perfected by the filing of a financing statementYapi Bank Loan is outstanding. (b) Upon To the recordation extent that any Restricted Subsidiary becomes a Subsidiary Guarantor, the Issuer shall, and shall cause its Restricted Subsidiaries, to ensure that, as promptly as practicably and in any event within 10 Business Days, the capital stock of such Restricted Subsidiary and all of the US Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Tronox US and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office (and, with respect to any equivalent rights outside of the United States, the taking of appropriate actions under the laws assets of such jurisdictions as required pursuant to the terms of the US Pledge and Security Agreement, Restricted Subsidiary including filing in other appropriate foreign or international offices or registrars), together with the financing statements or such other filings in appropriate form are filed in the jurisdiction of organization of each US Entity (and in the District of Columbia with respect to any Non-US Entity that is a signatory to the US Pledge and Security Agreement), the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in the Intellectual Property (as defined in the US Pledge and Security Agreement) (it being understood that (i) subsequent filings and recordings in the United States Patent and Trademark Office and the United States Copyright Office and equivalent offices outside the United States may be necessary with respect to registered trademarks and patentsbank accounts, trademark and patent applications and registered copyrights acquired or created by the Credit Parties after the date hereof and (ii) notwithstanding anything intra-group loans, (iii) intra-group receivables and (iv) all assets (pursuant to a floating charge or equivalent security, if any) are pledged to secure the contrary in this Agreement or Notes and the Guarantees on a first priority basis and shall constitute Collateral for all purposes under the Indenture and the Intercreditor Agreement; provided that if any other Credit Document, in no event shall any such asset is subject to a Lien securing Acquired Debt permitted by clause (k) of the Credit Parties definition of Permitted Liens and the terms and conditions of the Acquired Debt secured by such Lien does not permit a Lien on the assets for purposes of securing the Notes, then such asset shall not be required pledged to make any filings or recordings with intellectual property offices secure the Notes for so long as such prohibition is in Asia)effect. (c) The Mortgages are effective In addition, the Issuer shall not be obligated to create cause any Restricted Subsidiary to become a Subsidiary Guarantor if the provision by such Restricted Subsidiary of a Guarantee would result in favor any violation of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable First Priority Lien on all of the Credit Parties’ right, title and interest in and applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed Issuer (including any “whitewash” or similar procedures that would be required in the offices specified as of the Closing Date on Schedule 4.28 (and specified as of the Acquisition Date after giving effect order to the supplements thereto contemplated by Section 10.5(fenable such Guarantee to be provided in accordance with applicable law)) and all related recording fees paid. Also, the Mortgages obligations of each Subsidiary Guarantors under its Guarantee shall constitute a fully perfected First Priority Lien onbe limited to an amount not to exceed the maximum amount that can be guaranteed by such Subsidiary Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, and, subject to or under similar laws affecting the exceptions set forth in the applicable Mortgage, security interest in, all right, title and interest rights of the Credit Parties in each such Mortgaged Property and the proceeds thereofcreditors generally. (d) Subject to Upon the Legal Reservations, the UK Collateral Documents, if any, upon execution and delivery thereof by the parties thereto, will create of each Security Document entered into in favor of connection with the Collateral Agentdescribed in clause (a) and (b) above, for the ratable benefit of Issuer shall provide the Secured Parties, a legal, valid, enforceable and perfected First Priority Lien in the “Collateral” (Trustee legal opinions from legal counsel as defined in the relevant UK Security Document) of the Credit Parties party to such documents matters with respect to such agreements as the extent set forth thereinTrustee may reasonably request. (e) Any Collateral Document governed by applicable Australian laws (including but not limited to one or more Australian General Security Deeds and one or more Australian Specific Security Deeds), Dutch laws or Bahamian laws creates an effective First Priority Lien over the assets purported to be secured by it.