Prior Notes. Xxxxxxxx acknowledges and agrees that this Note, together with the other Notes, re-evidences existing indebtedness of certain Borrowers to Agent and this Note, together with the other Notes, is given in substitution of, and not as payment for, all prior notes evidencing such indebtedness and shall not be deemed a novation thereof.
Prior Notes. Borrower acknowledges and agrees that this Note, ----------- together with Revolving and Term Facility Note B, re-evidences the indebtedness previously evidenced by the Line Note, the Term Note, the New Term Note and the Nobel Note and is given in substitution of, and not as payment for, the Line Note, the Term Note and the New Term Note and shall not be deemed a novation thereof.
Prior Notes. The Borrower agrees and acknowledges that the indebtedness of the Borrower evidenced by the Original Shaar Note and the Milford Note (together, the "Prior Notes") remains outstanding as of the date hereof, and this Convertible Secured Note: (a) is exchanged for and re-evidences the indebtedness evidenced by the Prior Notes; (b) is given in substitution for, and not in payment of the Prior Notes; and (c) is not intended to discharge or constitute a novation of the Prior Notes.
Prior Notes. Lender will surrender the original promissory notes representing the Prior Loans to the Company. Pending delivery of these notes, the Company may retain possession of the Notes and Warrants. When all notes representing the Prior Loans have been surrendered by Lender for can elation, the Company shall deliver the Notes and Warrants to Lender within three (3) business days.
Prior Notes. Lender has acquired, by assignment, those certain promissory notes previously issued by SFNL to third parties, copies of which are attached hereto as Exhibit C (the “Previous Notes”). The parties acknowledge and agree that the loans evidenced by the Previous Notes shall be deemed to be Loans under this Agreement and the Previous Notes shall be deemed Notes under this Agreement.
Prior Notes. The Holder hereby confirms that regardless of the relative times of attachment or perfection thereof, and regardless of anything in any Transaction Agreements to the contrary, any security interests or liens granted from time to time to the Prior Notes in all or any part of the Collateral as security for the Prior Notes, shall in all respects be pari passu security interests and liens, on parity with any security interests or liens at any time granted to the Holders of the Notes in such Collateral as security for the obligations evidenced by the Notes. The priorities specified herein are applicable irrespective of the time, order or method of attachment or perfection of security interests or the time or order of filing of financing statements. Each Holder agrees not to seek to challenge, to avoid, to subordinate or to contest or directly or indirectly to support any other Person in challenging, avoiding, subordinating or contesting in any judicial or other proceeding, including, without limitation, any proceeding involving the Company, the priority, validity, extent, perfection or enforceability of any lien held by the holders of the Prior Notes in all or any part of the Collateral.
Prior Notes. The Purchaser acknowledges that the amounts set forth on Attachment 1 to the Debenture represent all amounts owed by the Company to Purchaser as of the date hereof, including any accrued and unpaid interest.
Prior Notes. The Company shall not redeem those certain Secured Convertible Promissory Notes issued to the Purchasers on or about January 25, 2006 pursuant to Section 2.3 thereof other than pro rata with the other holders of the Company’s Secured Convertible Promissory Notes issued or about January 25, 2006.
Prior Notes. Concurrently with the execution of this Mortgage, Mortgagor, and other co-borrowers are executing and delivering, in exchange for the Prior Notes, a Consolidated, Amended and Restated Promissory Note of even date herewith (the “Note”), in favor of Mortgagee in the principal sum of $4,639,600. Such exchange of the Prior Notes shall not be deemed, under any circumstances, an extinguishment or cancellation of the indebtedness evidenced by the Prior Notes or the creation or substitution of new indebtedness, it being agreed that such Note shall merely be evidence of the indebtedness theretofore evidenced by the Prior Notes. All debts evidenced by the Prior Notes are combined and consolidated by the Note to constitute one joint indebtedness in the principal sum of $4,639,600 together with interest thereon. The manner and time for payment and the other terms and provisions of the Prior Notes are modified, amended, restated and supplanted in their entirety by the Note. Notwithstanding the fact that the maximum principal sum of the Note is $4,639,600, the maximum principal indebtedness secured by this Mortgage shall be limited as set forth in Section 10.4 hereof.
Prior Notes. Simultaneously with the satisfaction of the Conditions of Effectiveness set forth in Section 3 hereof, each Lender which was a party to the Credit Agreement prior to this Third Amendment (other than TCB) shall return its prior Revolving Loan Note to Administrative Lender marked "Renewed" or words of similar import.
