Common use of The Security Documents Clause in Contracts

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first (or, in the case of the "Collateral" under, and as defined in, the Vendor Financing Agreement, a second) lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement.

The Security Documents. (a) The Upon execution and delivery of the Security Agreements by each of the Loan Parties, substantially in the form of Exhibit G hereto (the "Security Agreement"), the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Lenders a legal, valid and enforceable security interest in all right, title and interest of the Credit Loan Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured CreditorsLenders, has a fully perfected first (or, in the case of the "Collateral" under, and as defined in, the Vendor Financing Agreement, a second) lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described thereintherein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC as enacted in any relevant jurisdiction, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The Upon execution and delivery of the Pledge Agreements by each of the Loan Parties, substantially in the form of Exhibit H hereto (the "Pledge Agreement"), the security interests created in favor of the Collateral Agent, as Pledgeesecured party, for the benefit of the Secured CreditorsLenders, under the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Pledged Collateral described in the Pledge Agreementtherein, subject to no security interests of any other Person. No Assuming the continued possession by the Agent of the Pledged Collateral constituting certificated securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Pledged Collateral under the Pledge AgreementAgreements.

The Security Documents. (a) The provisions of the Security Agreement Documents (other than the Pledge Agreements) are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first (or, in the case of the "Collateral" under, and as defined in, the Vendor Financing Agreement, a second) lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case Agreement in the United States Patent and Trademark Office, Office together with filings on Form UCC-1 made pursuant to the Security AgreementAgreement will be effective, will createunder federal and state law, as may be perfected by such filings and recordation, a perfected to perfect the security interest granted to the Collateral Agent in the United States trademarks and patents covered by the Security Agreement, Agreement and the recordation filing of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, Office together with filings on Form UCC-1 made pursuant to the Security Agreement, Agreement will create, as may be perfected by such filings effective under federal and recordation, a perfected state law to perfect the security interest granted to the Collateral Agent in the United States copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreement Agreements constitute first priority perfected security interests in the Pledge Agreement Collateral Pledged Securities described in the Pledge AgreementAgreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral Pledged Securities and the proceeds thereof under the Pledge AgreementAgreements.

The Security Documents. (a) The provisions of the Security Agreement Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Banks, a legal, valid and enforceable security interest in all rightrights, title and interest interests of the Credit Parties in the Security Agreement Collateral collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first (or, ; when financing statements have been filed in the case of offices in the "Collateral" under, jurisdictions listed in Schedule 6.13 hereto and as defined in, the Vendor Financing Agreement, a second) lien on, and security interest in, all right, title and interest in all of when the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case has been filed in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all rights, title and interests of the Credit Parties in the Collateral described therein to the extent the filing of financing statements under the Uniform Commercial Code and the filing of the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest Agreement in the United States trademarks Patent and patents covered Trademark Office are permissible methods of perfection of security interests in the collateral described therein in each such jurisdiction, subject to no prior Liens, except for Permitted Liens and other Liens approved by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security AgreementBanks. (b) The security interests created in favor property which is subject to the Lien of the Collateral Agent, as Pledgee, for Security Documents constitutes substantially all the benefit property of any nature of the Secured Creditors, under Credit Parties (other than the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral real property described in the Pledge AgreementDeeds of Trust, subject Inventory, Excluded Leases, Equipment, Fixtures, and "Assets to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created be Sold", as defined in the Pledge HSB Purchase Agreement Collateral and rights under the Pledge Merchant Services Agreements and HSB Purchase Agreement).

The Security Documents. (a) The provisions of the Security MI Pledge Agreement are effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Creditors Banks a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties MI in the Security collateral described therein; and so long as the Agent retains all certificates evidencing the shares of MOC previously delivered to the Agent, the MI Pledge Agreement Collateral constitutes a fully perfected first security interest in all right, title and interest of MI in the collateral described therein, subject to the encumbrances and exceptions to title set forth therein, if any. (b) The provisions of the Collateral AgentBorrower Pledge Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid, and enforceable security interest in all right, title, and interest of the Borrower in the collateral described therein. The Borrower Pledge Agreement constitutes, and so long as any required UCC continuation statements are filed in accordance with applicable law, the Borrower Pledge Agreement will constitute a fully perfected first security interest in all right, title, and interest of the Borrower in the collateral described therein, subject to the encumbrances and exceptions to title set forth therein, if any. (c) The provisions of the Mortgage are effective to grant to the Trustee, as defined therein, for the benefit of the Secured CreditorsAgent a legal, has a fully perfected first (or, in the case of the "Collateral" under, valid and as defined in, the Vendor Financing Agreement, a second) enforceable mortgage lien on, and security interest in, all of the Borrower's right, title and interest in all of the Security Agreement Collateral described thereinMortgaged Property. The Mortgage constitutes a fully perfected first lien on, and security interest in, such Mortgaged Property, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached only to the Security Agreement, in each case in the United States Patent encumbrances and Trademark Office, together with filings on Form UCC-1 made pursuant exceptions to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreementtitle set forth therein. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement.

The Security Documents. (a) The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first (or, in the case of the "Collateral" under, and as defined in, the Vendor Financing Agreement, a second) lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case Agreement in the United States Patent and Trademark Office, Office together with filings on Form UCC-1 made pursuant to the Security AgreementAgreement will be effective, will createunder federal and state law, as may be perfected by such filings and recordation, a perfected to perfect the security interest granted to the Collateral Agent in the United States trademarks and patents patents, if any, covered by the Security Agreement, Agreement and the recordation filing of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, Office together with filings on Form UCC-1 made pursuant to the Security Agreement, Agreement will create, as may be perfected by such filings effective under federal and recordation, a perfected state law to perfect the security interest granted to the Collateral Agent in the United States copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral Pledged Securities described in the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral Pledged Securities and the proceeds thereof under the Pledge Agreement.