Security; Subordination. This Note is unsecured. This Note is subject in all respects to the Subordination Deed (as defined in the Purchase Agreement).
Security; Subordination. The undersigned pledge(s), assign(s) and grant(s) to the Bank a security interest in and lien upon and the right of setoff as to any and all property of the undersigned now or later in the possession of the Bank. The undersigned further assign(s) to the Bank as collateral for the obligations of the undersigned under this Guaranty all claims of any nature that the undersigned now or later has (have) against the Borrower (other than any claim under a deed of trust or mortgage covering California real property) with full right on the part of the Bank, in its own name or in the name of the undersigned, to collect and enforce these claims. The undersigned subordinate(s) any claim of any nature that the undersigned now or later has (have) against the Borrower to and in favor of all Indebtedness and agree(s) not to accept payment or satisfaction of any claim that the undersigned now or later may have against the Borrower without the prior written consent of the Bank. Should any payment, distribution, security, or proceeds, be received by the undersigned upon or with respect to any claim that the undersigned now or may later have against the Borrower, the undersigned shall immediately deliver the same to the Bank in the form received (except for endorsement or assignment by the undersigned where required by the Bank) for application on the Indebtedness, whether matured or unmatured, and until delivered the same shall be held in trust by the undersigned as the property of the Bank. The undersigned agree(s) that no security now or later held by the Bank for the payment of any Indebtedness, whether from the Borrower, any guarantor, or otherwise, and whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, shall affect in any manner the unconditional obligation of the undersigned under this Guaranty, and the Bank, in its sole discretion, without notice to the undersigned, may release, exchange, enforce and otherwise deal with any security without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned acknowledge(s) and agree(s) that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether real or personal, to secure payment of the Indebtedness, and the undersigned is (are) not relying upon any asset(s) in which the Bank has or may have a lien or security interest for payment of the Indeb...
Security; Subordination. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT EXECUTED BY THE OBLIGORS IN FAVOR OF PAYEE. ADDITIONAL RIGHTS OF THE PAYEE ARE SET FORTH IN THE SECURITY AGREEMENT. This Note will rank senior to all existing and future secured or unsecured indebtedness of Maker; provided that, notwithstanding anything to the contrary, the Indebtedness evidenced by this Note is hereby expressly subordinated in the manner set forth in the Intercreditor Agreement.
Security; Subordination. This Debenture is secured by the Debenture Purchase & Security Agreement and is the Convertible Debenture referred to in the Debenture Purchase & Security Agreement and the Conditional Assignment Agreement (as that term is defined in the Debenture Purchase & Security Agreement). All of the agreements, conditions, covenants, provisions and stipulations contained in the Debenture Purchase & Security Agreement and the Conditional Assignment Agreement which are to be kept and performed by the undersigned are hereby made a part of this Debenture to the same extent and with the same force and effect as if they were fully set forth herein, and the undersigned covenants and agrees to keep and perform them or cause them to be kept and performed, strictly in accordance with their terms. Reference is made to the Debenture Purchase & Security Agreement for the Events of Default and the rights of acceleration of the maturity upon an Event of Default. All capitalized terms not defined herein shall have the meanings given them in the Debenture Purchase & Security Agreement.
Security; Subordination. 7.1 The Royalty is a direct real property interest in the Property and the Products (while contained in the Property) and the Owner covenants and agrees to, upon request from the Holder, execute a deed of hypothec on the Property (the purpose of which will be to ensure that the Royalty constitutes a covenant running with the Property and the Products (while contained in the Property) and all successions thereof) and to be registered against the Property and Mining Rights in favour of the Holder to guarantee the Owner’s obligations hereunder, which hypothec may be registered or recorded in all relevant registries in the Province of Québec and elsewhere, as applicable and appropriate to give notice to third parties of the Holder’s interests under this Agreement. For clarity, exercise of rights by the Holder under any hypothec or other security granted by the Owner in favour of the Holder pursuant to this Section 7 will be limited to Events of Defaults under Sections 6.3, 6.4, 6.5 and 6.6 hereunder. The Owner covenants and agrees that it shall co-operate with any such registration and provide its written consent or signature to any documents or things reasonably necessary to accomplish such registration.
7.2 The Owner shall be entitled to incur additional indebtedness, which indebtedness may be secured by hypothec or other security interest over all or portion of the Property which may rank in priority to any security granted by the Owner in favour of the Holder pursuant to this Section 7. Subject to the execution of an intercreditor agreement on terms acceptable terms to the Holder, acting reasonably, the Holder covenants and agrees to procure the subordination, in point of payment and priority, of any such secured indebtedness created on or after the date hereof, and to execute all such things reasonably necessary to accomplish such subordination.
Security; Subordination. This Note is a general unsecured obligation of the Borrower. This Note shall be subordinate in right of payment and security to any indebtedness for borrowed monies from any senior lender, and the Lender agrees to execute any reasonable subordination agreement requested by any such senior lender.
Security; Subordination. 10.1 In accordance with the terms and the conditions of the Fixed and Floating Charge Agreements that are being executed by the parties on the date hereof, the Borrower agrees to secure the repayment of the Loan Amounts by creating a second priority (i) fixed charge on the Borrower’s intellectual property as more fully set forth in the Fixed Charge Agreement for the benefit of the Lenders and (ii) floating charge on the Borrower’s present and future tangible and intangible assets and rights of any kind, whether contingent or absolute, as more fully set forth in the Floating Charge Agreement, for the benefit of the Lenders. Promptly following the Closing, and in any event within 21 days thereafter, the Borrower shall file the forms for creating the second priority fixed and floating charge with the Companies Registrar and provide Lenders stamped copies thereof to indicate filing.
10.2 The Loan Amounts are hereby expressly stated, to the fullest extent permitted by law, to be senior in right of payment to any current or future indebtedness of the Borrower (whether reflected in the balance sheet or not) but are expressly subordinated in right of payment to all indebtedness of the Borrower under the Plenus Obligations as set forth in the Inter-Creditor Agreement.
10.3 In the event of any contradiction between the provisions of this Agreement or any ancillary agreement hereto and the provisions of the Inter-Creditor Agreement, the provisions of the Inter-Creditor Agreement shall prevail.
Security; Subordination. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) EXECUTED BY THE OBLIGORS IN FAVOR OF PAYEE. ADDITIONAL RIGHTS OF THE PAYEE ARE SET FORTH IN THE SECURITY AGREEMENT. Notwithstanding anything to the contrary, the Indebtedness evidenced by this Note is hereby expressly subordinated in the manner set forth in the Subordination Agreement. This Note will rank senior to all existing and future unsecured indebtedness of Maker.
Security; Subordination. 26 Section 7.1. Collateral. ............................................................................................... 26 Section 7.2. Identification of Collateral. .................................................................... 26 Section 7.3. Supporting Letters of Credit. .................................................................. 27 Section 7.4.
Security; Subordination. The Notes will be unsecured. The Opco Notes will be subordinated to the Senior Credit Facilities pursuant to subordination provisions usual and customary for high yield transactions of this type (including customary payment blockage provisions) on terms reasonably satisfactory to the GS Purchasers, the Sponsor and the lenders under the Senior Credit Facilities. Without limiting the generality of the foregoing the Opco Notes shall not be subject to any remedies blockage (other than a customary 5 day requirement of prior written notice to the administrative agent under the Senior Credit Facilities prior to any acceleration of the Opco Notes).
