Sub Security Agreement means that certain Security Agreement, made as of December 31, 2012 but made effective as of January 16, 2013, by and among Steel Vault Security, LLC, MicroFluidic Systems, VeriGreen Energy Corporation, Steel Vault Corporation, IFTH NY Sub, Inc., IFTH NJ Sub, Inc. and the Second Lien Holder.
As part of the same transaction, certain of Med's subsidiaries, including the Med Subs, executed a Med Subsidiaries Pledge and Security Agreement dated as of June 28, 2002 (the "Med Sub Security Agreement"), in which the Med Subs and certain other affiliated entities granted the Bank a security interest in, among other things, certain accounts receivable of such entities and a pledge of stock in certain of their subsidiaries.
Pursuant to the Amendment Agreement and the Med Sub Security Agreement, the Bank also holds liens with respect to the assets of CHT and CMC, two non-Debtor Med Subsidiaries, securing the Amended Debentures.
An officer of Med signed both agreements under the names of the NCOEs, as agent for the NCOEs. In connection with the Amendment Agreement, the Med Sub Security Agreement and the Amended Debentures, the Bank caused to be filed UCC-1 Financing Statements (the "NCOE UCC1s") encumbering the assets of the NCOEs (the "NCOE Liens").
The Bank's NCOE Liens, the Proceeds Distribution Agreement and the CHT Loan Agreement Both the Med Sub Security Agreement and the Amendment Agreement identify the NCOEs as Med Subsidiaries subject to those agreements.
Based on, among other things, the express provisions of the Amendment Agreement and the Med Sub Security Agreement and the signatures by Med's officer on those agreements, as agent for the NCOEs, the Bank disputed any assertion that the NCOE Liens were improperly granted or filed, and further asserted that the Bank could have attempted to exercise its remedies against the NCOEs in connection with the NCOE Liens.