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. Truk Opportunity and Truk International agree that, subject to and expressly conditioned upon (i) the closing of the New Financing, and (ii) the repayment by the Company to Truk Opportunity and Truk International of fifty percent (50%) of the amounts outstanding under each of the Term Notes pursuant to Section 4 hereof, and (iii) the refinancing of the Company’s debt held by CAMOFI Master LDC (“CAMOFI”), on terms and conditions satisfactory to Truk Opportunity and Truk International in their reasonable discretion, and in no event on terms more favorable than to Truk Opportunity and Truk International, Truk Opportunity’s and Truk International’s security interest in the Company’s accounts receivable and inventory only will be subordinated to that of the lenders of the New Financing on terms and conditions satisfactory to Truk Opportunity and Truk International such that Truk Opportunity’s and Truk International’s security interest in the Company’s accounts receivable and inventory shall be a perfected second priority security interest, and Truk Opportunity’s and Truk International’s security interest in all other assets of the Company (including without limitation the Company’s licenses and plant, property and equipment), shall remain a perfected first priority security interest. Truk Opportunity and Truk International will execute a subordination agreement, or amend the Term Note Security Agreement and Stock Pledge Agreement (as those terms are used in each of the Term Notes) as reasonably required in connection with the New Financing to reflect the terms of this Section 3. In connection with the New Financing, Truk Opportunity and Truk International will, together with the Company, instruct Capital One Bank (f/k/a North Fork Bank) to wire on a daily basis (or as otherwise required by the New Financing terms) all available funds from the lock box account # 000 000 0000 to any new account established with any financial institution pursuant to the terms of the New Financing. In addition, Truk Opportunity and Truk International and the Company will jointly instruct Capital One to enter into a Restricted Account Agreement with the lender in a New Financing, which Restricted Account Agreement shall be in form and substance satisfactory to Truk Opportunity and Truk International, and to also have Capital One institute a daily automatic wire to such lender.
Subordination of Security Interest. Notwithstanding anything to the contrary in this Security Agreement, the Secured Party acknowledges and agrees that the Security Interest will be and is hereby subordinated and postponed in favour of the secured creditors of the Debtor recorded in the PPSA as of and prior to the date of this Security Agreement, Spartan Capital Securities, LLC (Spartan) and any other security granted by the Debtor in connection with the contemplated brokered and/or non-brokered private placements of convertible debt securities, or a similar financing structure, for aggregate net proceeds of not less than CAD$5,000,000.00 (after payment of agent commissions, agent expenses and the legal and accounting expenses of Nano Innovations Inc.) together with any other third party investors investing with or through Spartan in connection with such financing (collectively, the Senior Creditors). The Secured Party hereby agrees that it will not be entitled to commence any action or proceeding against the Debtor for the realization of any Indebtedness or other recovery proceedings in respect of the Collateral or in connection with this Security Agreement without the prior written consent of the Senior Creditors. Accordingly, the Secured Party agrees to execute any and all subordination, standstill and postponement documentation or instruments required by the Senior Creditors or any one of them in such form as such Senior Creditors may require. For greater certainty, the Secured Party will take such steps so as to ensure that the completion of the aforementioned financing will not be prohibited, limited and/or restricted by way of the issuance of this Security Agreement to the Secured Party. Any breach of the foregoing provisions by the Secured Party will be deemed a fundamental breach of the terms of this Security Agreement and, in addition to any other rights available to the Debtor at law or in equity, will entitle the Debtor to treat this Security Agreement and the Promissory Note as void and of no further effect as against the Debtor and/or the borrowers thereunder and such treatment is agreed not to be a penalty but is intended to serve as compensation for the damages suffered by the Debtor as a result of such fundamental breach by the Secured Party.
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.
