Subordination of Security Interest. All security interests now or hereafter acquired by Silicon in any or all of the Collateral (as defined below), in which the Borrower now has or hereafter acquires any ownership, leasehold or other interest shall at all times be prior and superior to any lien, ownership interest, security interest or other interest or claim now held or hereafter acquired by the Creditor in the Collateral (the "Subordinate Interest"). Said priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements or other documents, or any statutes, rules or law, or court decisions to the contrary. Upon any disposition of any of the Collateral by Silicon, or by the Borrower with Silicon's written consent, the Creditor hereby authorizes Silicon to file UCC terminations with respect to any financing statements in favor of Creditor with respect to Borrower and the Collateral, and Creditor agrees, if requested by Silicon, to execute and immediately deliver any and all other releases, terminations and other documents or agreements which Silicon deems necessary to accomplish a disposition of the Collateral free of the Subordinate Interest; provided that Creditor shall retain its Subordinate Interest in the proceeds of the Collateral so disposed of.* *CREDITOR REPRESENTS AND WARRANTS TO SILICON THAT CREDITOR IS THE SOLE HOLDER OF ALL SECURITY INTERESTS PERFECTED BY ALL UCC-1 FINANCING STATEMENTS AUTHORIZED BY BORROWER TO BE FILED IN FAVOR OF CREDITOR.
Subordination of Security Interest. The Bank hereby subordinates all security interests, encumbrances, claims and rights of setoff it may have, now or in the future, against the Account or any funds in the Account other than in connection with the payment of the Bank's customary fees and charges pursuant to its agreement with the Depositor.
Subordination of Security Interest. The security interest granted to the Secured Party in the Pledged Property shall be subordinate to the security interest granted to iVoice, Inc.
Subordination of Security Interest. The Company agrees, and each Holder by its acceptance thereof likewise agrees, that the Trustee, on behalf of each Holder, may enter into an Intercreditor Agreement with the Company and any Lender in connection with an Eligible Credit Facility pursuant to which, among other things, such Lender shall be granted a first priority security interest in certain assets of the Company to the extent of the Indebtedness outstanding under the Eligible Credit Facility; PROVIDED, HOWEVER, that (i) entering into the Eligible Credit Facility at the time the Intercreditor Agreement is entered into is not prohibited by Section 4.12 and (ii) the Liens upon any Collateral securing Indebtedness under the Eligible Credit Facility are Permitted Liens, both as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with the execution and delivery of the Intercreditor Agreement. Notwithstanding the foregoing, the grant of a Lien on such assets pursuant to the terms of an Eligible Credit Facility and the Intercreditor Agreement shall not, other than as specifically set forth in the Intercreditor Agreement, adversely affect in any manner whatsoever the Security Interests created by this Indenture, the Notes and the Collateral Agreements.
Subordination of Security Interest. OccuLogix hereby acknowledges and agrees that the first priority security interest granted by Solx in the IP Collateral pursuant to the Security Agreement (the “PRH Security Agreement”), dated as of September 1, 2006, by Solx in favor of Xxxx X. Xxxxx, Xxxx Xxxxxxxx and Xxxxx X. Xxxxx, acting, in each case, in his capacity as a member of the Stockholder Representative Committee under the Merger Agreement, is, and shall remain, superior in priority and rank to the Security Interest. For avoidance of doubt, under the PRH Security Agreement, Solx granted rights to the Secured Party (as defined therein) in all of the intellectual property of Solx. OccuLogix agrees to do, from time to time, whether before or after the Security Interest will have become enforceable, all such acts and things and execute and deliver all such deeds, transfers, assignments and instruments as Solx may reasonably require for assuring the superior rank of the first priority security interest granted by Solx pursuant to the PRH Security Agreement. Solx hereby agrees to give OccuLogix prompt notice of any change or amendment to the collateral described in, or covered by, the PRH Security Agreement. In the event that any such change or amendment affects the description of all or any part of the collateral described in, or covered by, the PRH Security Agreement that coincides or overlaps with all or any part of the IP Collateral, if requested by OccuLogix, Solx shall amend the definition of “IP Collateral” in this Agreement to conform it to the collateral description or coverage provided in and by the PRH Security Agreement, provided, however, that IP Collateral shall always remain directly related to the Royalty Products. OccuLogix hereby furthermore acknowledges and agrees that the Security Interest will be subordinate to any and all Liens that Solx proposes to grant in the IP Collateral to persons or entities proposing to provide financing to Solx Acquisition or Solx, upon terms and conditions to be mutually agreed among the parties interested in such subordination. Solx hereby agrees to give OccuLogix prompt notice of any such future Liens, and OccuLogix hereby agrees that it will take all actions reasonably requested by Solx Acquisition or Solx to evidence the subordination of the Security Interest to such Liens.
Subordination of Security Interest. The Security Interest granted by Debtor to the Secured Party pursuant to this Agreement shall be subject, junior and subordinate to the Senior Indebtedness. At the request of Debtor, Secured Party agrees to promptly execute and deliver at any time and from time to time, as requested by the holders of the Senior Indebtedness, subordination agreements, on forms requested by the holder(s) of the Senior Indebtedness, and other evidence or agreements ratifying, confirming and/or consenting to the subordination of the Secured Party's Security Interest to the Lien(s) in favor of the holder(s) of the Senior Indebtedness.
Subordination of Security Interest. Bank hereby subordinates all security interests, encumbrances, claims and rights of setoff it may have, now or in the future, against the Account or any funds in the Account, other than in connection with (i) the payment of Bank’s (or its affiliate’s) fees, charges and expenses pursuant to its agreement with Debtor relating to the Account, or pursuant to this Agreement or otherwise related to the Account or transactions therein, (ii) reversals of provisional credits, returned or chargeback items, reversals or cancellations of payment orders and other electronic funds transfers and other corrections or adjustments to the Account and transactions therein and (iii) overdrafts on the Account.
Subordination of Security Interest. For so long as any Senior Debt remains outstanding, the rights of the Secured Parties under this Agreement are subject in all respects to the rights of the holders of Senior Debt under (and as defined in) the Subordination Agreement (as defined in the Debentures) as the same may be amended from time to time.
Subordination of Security Interest. In the event of a Lender Default, as defined in the Notes, the Secured Party shall subordinate its Security Interest to any funding that the Debtor obtains in lieu of the proceeds not received because of a Lender Default under the Subscription Agreement and the Lender shall, at its own expense, take such actions that the Debtor may reasonably request to subordinate the Security Interest.
Subordination of Security Interest. In the event Lender at any time obtains a security interest, pledge, lien, attachment, garnishment, mortgage, encumbrance or other interest (individually and collectively a "Lender Security Interest") in any assets or properties of the Borrower, such Lender Security Interest shall be junior and subordinate in right to any and all existing or hereafter created security interest, pledge, lien, attachment, garnishment, mortgage, encumbrance or other interest of the Senior Debtholders (a "Senior Security Interest") in any assets or properties of the Borrower irrespective of the time, order, existence or perfection of the Lender Security Interest or the Senior Security Interest. Nothing contained herein is intended to, or shall be deemed to be, a consent by the Senior Debtholders to a Lender Security Interest or a grant by the Borrower of a Lender Security Interest.
