Seniority; Security Interest Clause Samples
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Seniority; Security Interest. (a) The indebtedness evidenced by this Convertible Note and the payment of the Obligations evidenced hereby and by the other Note Documents shall rank pari passu with the other Priority Lien Obligations and shall rank senior to, and have priority in right of payment over, all other indebtedness of Issuer and its Subsidiaries now or hereafter outstanding.
(b) This Convertible Note, along with the other Note Documents, is secured by a Lien on and security interest in certain assets of the Issuer and certain of its Subsidiaries, as described in the Collateral Documents and such security interest and guarantee shall be secured on a pari passu basis by the same persons and collateral and assets as the Liens securing the other Priority Lien Obligations. By its acceptance of this Convertible Note, the Holder has authorized the Collateral Agent to act on behalf of the Holder and other holders of the Convertible Notes, and in such capacity to enter into the Collateral Documents and the Intercreditor Agreement and certain other Note Documents, as the same may be amended, modified, restated or supplemented from time to time, and to exercise for the benefit of the Holder all rights, powers and remedies provided to the Collateral Agent, under or pursuant to the Collateral Documents, the Intercreditor Agreement and the other Note Documents including, without limitation, those available upon an Event of Default.
Seniority; Security Interest. This Notes is, and at all times shall, remain the absolute, unconditional, direct and first-priority secured obligations of the Borrower, senior in right and priority of payment to all other present and future indebtedness (actual or contingent) of the Borrower. This Note shall be secured by the charge over Pledged Securities on a first priority basis pursuant to the Security Documents.
Seniority; Security Interest. At all times, the Outstanding Amount shall rank, and shall be deemed, senior to any and all indebtedness of the Borrower or, after its establishment, the JV (whether now existing or incurred in the future) unless otherwise subordinated by the Lender in writing in the Lender’s sole and absolute discretion. The Borrower and the JV hereby agree, covenant and undertake: (A) to take any and all actions, and execute any and all documents, as requested from time to time by the Lender in order to ensure the seniority of the Outstanding Amount at all times, and (B) not permit any indebtedness, lien, encumbrance, mortgage or third party right of any kind to become senior to the Outstanding Amount in any respect. Additionally, in order to secure the repayment of the Outstanding Amount, the Borrower agrees to create and pledge a first ranking security interest on the Borrower’s or, after its establishment, the JV’s present and future tangible and intangible assets, and undertakes that after its establishment the aforesaid security interest will rank senior to any other form of security interest on the assets of the Borrower or, after its establishment, the JV. From time to time as the Lender may demand, the Borrower or, after its establishment, the JV, or any of their respective subsidiaries (in case there shall be such), shall execute, such additional documents or take such additional actions as may be necessary or favorable, as determined by the Lender, to maintain the aforesaid security interest, including, without limitation, the filing of any instruments or forms necessary or advisable to perfect such security interests. The aforesaid security interest shall remain fully effective in favor of the Lender until the time on which the Lender in accordance with the terms of this Agreement has determined that the outstanding Amount has been fully repaid or converted.
Seniority; Security Interest. Except for the assets of the Maker secured pursuant to that certain loan from as set forth in the Disclosure Letter to the Purchase Agreement or as set forth on Schedule 3(a), there are no existing liens, encumbrances, security interests, indebtedness, mortgages or third party rights of any kind that are, or could be, ranked senior in nature to this Note. Maker agrees that it will use its best efforts to have subordinated any outstanding security interests in the Collateral to ensure that Payee shall not have less than a first priority security interest in the Collateral. No other debt may be secured by a lien on, or security interest in, the Collateral, whether senior, subordinate or pari passu without the prior written consent of the Holder.
Seniority; Security Interest. (a) The indebtedness evidenced by this Note and the payment of the Principal Amount and Interest shall be Senior (as hereinafter defined) to, and have priority in right of payment over, all indebtedness of Company now outstanding or hereinafter incurred. “Senior,” as used herein, shall be deemed to mean that, in the event of any default in the payment of the obligations represented by this Note (after giving effect to “cure” provisions, if any) or of any liquidation, insolvency, bankruptcy, reorganization or similar proceedings relating to the Company, all sums payable on this Note shall first be paid in full, with Interest, if any, before any payment is made upon any other indebtedness, now outstanding or hereinafter incurred, and, in any such event, any payment or distribution of any character which shall be made in respect of any other indebtedness of Company shall be paid over to Holder for application to the payment hereof, unless and until the obligations under this Note (which shall mean the Principal Amount and Interest shall have been paid and satisfied in full.
(b) This Note, subject to the provisions of (a) above, is secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a certain Security Agreement dated as of ____________, 2018 (the “Security Agreement”), by the Company in favor of the Holder.
(c) In the event of the Closing of the Mergers, this Note shall automatically be deemed an unsecured intercompany advance.