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 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 Indebtedness.
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. This Note is the “Note” referred to in the Stock Purchase Agreement, the Security Agreement (the “Security Agreement”) and the Pledge Agreement (the “Pledge Agreement”), each entered into by and among the Buyer, RNK, Inc. and the Noteholders and is entitled to all of the rights and benefits referred to therein. The obligations of the Buyer evidenced by this Note, and the rights of the Noteholder to receive the payments herein described, are expressly junior and subordinate to the prior payment of all Senior Debt of the Buyer and are governed by that certain Subordination Agreement, of even date herewith, by and among the Buyer, the Noteholders and the holder of the Senior Debt.
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 payment and performance of all obligations of the Borrower now or hereafter existing under this Note of any kind or nature, whether for principal, interest, fees, expenses or otherwise, shall be secured by a pledge of all of the issued and outstanding equity securities of each of BH&C and B&L, owned by the Borrower as set forth in that certain Pledge Agreement of even date herewith by and between the Borrower and the Lender (the “Pledge Agreement”) and and a lien on the Companies’ business assets by way of guaranties of each of the Companies. The payment of principal and interest under this Note is subordinated in right of repayment of all Senior Indebtedness (as defined below) to the extent and in the manner set forth hereafter. In the event of (a) any bankruptcy, receivership, liquidation, reorganization or other similar proceeding, or (b) liquidation or dissolution of the Borrower or (c) any assignment for the benefit of
Security; Subordination. The payment and performance of all obligations of the Borrower now or hereafter existing under this Note of any kind or nature, whether for principal, interest, fees, expenses or otherwise, shall be secured by a pledge of all of the issued and outstanding equity securities of Absolutely Cool Air Conditioning, LLC, a Florida limited liability company, owned by the Borrower as set forth in that certain Pledge Agreement of even date herewith by and between the Borrower and the Lender (the "Pledge Agreement"). The payment of principal and interest under this Note is subordinated in right of repayment of all Senior Indebtedness (as defined below) to the extent and in the manner set forth hereafter. In the event of (a) any bankruptcy, receivership, liquidation, reorganization or other similar proceeding, or (b) liquidation or dissolution of the Borrower or (c) any assignment for the benefit of creditors or composition or other marshaling of the assets and liabilities of the Borrower, the holders of Senior Indebtedness shall be entitled to payment in full of all of the Senior Indebtedness before any payment may be made with respect to this Note. In the event that the Holder accelerates payment of this Note before its Maturity Date, the holders of the Senior Indebtedness outstanding at the time of such acceleration shall be entitled to payment in full of all amounts due on such Senior Indebtedness before the Holder is entitled to any payment under the Note. In the
Security; Subordination. The Note shall be secured by a Stock Pledge and Security Agreement in substantially the form attached hereto as Exhibit B. The Note may be subordinated only to bank debt which the Company may incur in connection with the financing of the transactions contemplated hereunder.
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.
