Common use of Security Matters Clause in Contracts

Security Matters. (a) The US Pledge and Security Agreement has created and, as of the Second Amendment Effective Date, continues to be effective to 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, 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) the Lien created under the US Pledge and Security Agreement constitutes 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) The Lien created under the US Pledge and Security Agreement constitutes 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 Second Amendment Effective Date on Schedule 4.28 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 and Security Agreement has created andAgreement, as of upon execution and delivery thereof by the Second Amendment Effective Dateparties thereto, continues to be effective to create, 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, 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 constitutes 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) The 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 constitutes 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 Second Amendment Effective 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.