Security and Ranking. Save for any Permitted Liens, no Encumbrance exists over any of the undertaking or the present or future revenues or assets of the Guarantor and the obligations of the Guarantor under this Guarantee are or will be its direct, general and unconditional obligations and rank or will rank at least pari passu in all respects with all its other present and future unsecured and unsubordinated indebtedness and obligations (including contingent obligations), with the exception of indebtedness and obligations mandatorily preferred by law and not by contract.
Security and Ranking. The Senior Secured Notes and all other obligations of the Company under this Agreement and the other Transaction Documents shall be secured by substantially all of the assets of the Company, as described in the Security Agreement (collectively, the “Collateral”), dated as of even date herewith, by and between each Purchaser and the Company. As an inducement to each Purchaser to purchase the Senior Secured Notes and the other Securities described herein and execute and enter into this Agreement, and to secure prompt payment of the Senior Secured Notes and the discharge in full of the Company’s obligations under this Agreement and under the Senior Secured Notes, this Agreement and the other Transaction Documents, the Company shall grant to the Purchasers a first priority perfected lien and security interest in the Collateral, which security interest shall rank senior in lien priority to any other existing or future Indebtedness.
Security and Ranking. The Loan shall at all times constitute a direct, unconditional, unsecured, and general obligation of the Borrower.
Security and Ranking. The First Lien Debt shall be secured by substantially all of the assets of the Borrower and shall rank senior in priority to the Second Lien Debt. The relative rights and other creditors’ rights issues in respect of the First Lien Debt and the Second Lien Debt will be set forth in a customary intercreditor agreement.
Security and Ranking. The Notes and all other obligations of the Company and the Guarantor under this Agreement and the other Closing Documents shall be secured by certain collateral of the Guarantor and the Company, as described in the Security Agreement and the Pledge Agreement, dated as of even date herewith, by and among the Lenders and the Guarantor, in the form attached hereto as Exhibit E (the "Pledge Agreement"). As an inducement to the Lenders to purchase the Notes and execute and enter into this Agreement, and to secure prompt payment of the Notes and the discharge in full of the Company's and the Guarantor's obligations under this Agreement and under the Notes, this Agreement and the other Closing Documents, the Guarantor and the Company shall grant to the Lenders a first priority perfected lien and security interest in the collateral described in the Security Agreement and the Guarantor shall grant to the Lender a first priority perfected lien and security interest in the collateral descibed in the Pledge Agreement, which security interests shall rank senior in lien priority to any other existing or future indebtedness, security interests and liens (other than the Permitted Liens and, subject to Section 7(a)(viii) hereof, the CambridgePark Indebtedness) of the Company and the Guarantor. For purposes hereof "Permitted Liens" shall have the meaning set forth in the Security Agreement; and "CambridgePark Indebtedness" shall mean the payments due by the Company to CambridgePark Investors Limited Partnership ("CambridgePark") in the aggregate amount of Seven Hundred and Fifty Thousand Dollars ($750,000), the repayment of which is secured by security interest in certain accounts receivable of the Company, in accordance with the Settlement Agreement, dated as of June 6, 2003, by and between the Company and CambridgePark (the "CambridgePark Settlement Agreement").
Security and Ranking. (a) Each of the Secured Parties acknowledges that each Originator, the Seller and the Guarantor each have an interest in the Shared Security to the extent of the Related Loan owned (or beneficially owned) by such Originator, the Seller or the Guarantor, as the case may be.
(b) Nothing in this Section 2.1 shall conflict with the obligations of the Seller to Perfect the sale of any Guarantor Purchased Loan in accordance with Article 7 of the Hypothecary Loan Sale Agreement.
(c) Except to the extent that registered title to the Shared Security is permitted to remain with the Seller or the applicable Originator (whether pursuant to the terms of the Hypothecary Loan Sale Agreement, the Origination Hypothecary Loan Sale Agreement or any other Transaction Document), each of the Originators and the Seller agrees it will not transfer legal title to any Hypothec comprised in the Shared Security into its own name.
(d) Except to the same extent each of the Originators or the Seller, as applicable, is so permitted pursuant to the terms of the Servicing Agreement, the Subservicing Agreement or any other Transaction Document, as applicable (including in respect of the making of Product Switches or Additional Loan Advances and the determination of rates with respect to Variable Rate Loans), each of the Originators and the Seller agrees not to amend or waive the terms of any Related Loan with a Borrower.
Security and Ranking. 2.1. This Note shall be a Senior Debt issued pursuant to the First Amendment Rescission Agreement and senior to all other indebtedness of the Company.
2.2. The Company shall issue a general corporate guarantee in favor of the Notes.
Security and Ranking. 2.1. This Note and such other Notes (the “Notes”) being issued pursuant to the Purchase Agreement shall be senior to all current indebtedness of the Company. However, the Company shall be permitted to incur up to ten million dollars ($10,000,000) of indebtedness pari passu to the Notes.
2.2. The Company shall issue a general corporate guarantee in favor of the Notes.
2.3. The Note Holders (the “Note Holders”) shall have a perfected first lien, including a UCC1 Security Agreement, on the Beach Boys memorabilia collection (the “Beach Boys Collateral”), as described in the appraisal dated July 5, 2007, by Xxxxxx Xxxx, attached as Exhibit A herein, and the subject of the Beach Boys Memorabilia Purchase Agreement dated the 15th day of April 2007. The lien, as provided in this Section, shall be established pursuant to the Pledge and Security Agreement (the “Security Agreement”) between the Company and a Collateral Agent for the benefit of the Note Holders. The lien shall be established simultaneous with the date the Company initially issued the Notes pursuant to the terms of the Purchase Agreement (the “Closing Date”). No other pledge of the Beach Boys Collateral is permitted.
2.4. Any subsidiary other than TFM Group, LLC, MJD Films, Inc., and SMS Text Media, Inc. (the “Subsidiaries”) shall be permitted to issue the Acquisition Securities and incur direct indebtedness without limitation. The lower case term “subsidiary” or “subsidiaries” as used in this Agreement and all other Transaction Documents, is expressly not limited to TFM Group, LLC., MJD Films, Inc., and SMS Text Media, Inc. and includes any and all subsidiaries either currently in existence or that might be created in the future.
Security and Ranking. This Note shall be senior debt issued pursuant to the Amended Rescission Agreement and senior to all other indebtedness of the Payor.
Security and Ranking. The counterparties to the Interest Swap Agreements shall, subject to the provisions of Section 12 (Security and Priority) of this Agreement and paragraph 10(b) below, share in the Transaction Security pari passu with the other Secured Parties.
