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Exhibit 10.4
INTERCREDITOR
AGREEMENT
This
Intercreditor Agreement (this “Agreement”), is made the
9th day of August, 2007, by and between Congregation Ahavas
Tzedokah Vechesed Inc., with a mailing address of 1347 42nd Street,
Brooklyn, NY 11219-1406 (“CATV”), and WAA, LLC with an
address of c/o Voyant International Corporation, 530 Lytton Avenue,
2 nd Floor, Palo Alto, California 94301
(“WAA”), and is acknowledged by Voyant International
Corporation, 530 Lytton Avenue, 2 nd Floor, Palo Alto,
California 94301 (the “Borrower”).
WHEREAS,
Borrower may become indebted to CATV pursuant to a $600,000 Senior
Secured Note (the “Note”), dated as of the date hereof,
and related agreements, instruments and documents (together with
the Note, and including the Transaction Documents (as defined in
the Note), the “Loan Documents”);
WHEREAS,
Borrower has borrowed $350,000 from WAA (the “WAA
Loan”) pursuant to the terms of a Secured Promissory Note,
dated November 9, 2006 (the “WAA Note”);
WHEREAS,
WAA will receive benefits from CATV extending credit to or for the
account of the Borrower; and
WHEREAS,
CATV would not extend credit to the Borrower unless and until WAA
agreed to enter into this Agreement to provide for, among other
things, the pari passu treatment of the WAA Collateral (as defined
below);
NOW
THEREFORE, in consideration of their mutual promises and other good
and valuable consideration, and to induce CATV to extend to the
loan described above and to induce CATV to provide credit to the
Borrower, the undersigned agree as follows:
1.
This
Intercreditor Agreement is made pursuant to the Loan Documents.
Unless otherwise defined herein, capitalized terms used
herein shall have the same meanings given in the Loan
Documents.
2.
WAA hereby
represents and warrants to CATV that, other than the security
interest in the WAA Collateral, the WAA Loan is unsecured. In
the event that the WAA Loan becomes secured by any collateral other
than the WAA Collateral (which WAA acknowledges may not occur
without CATV’s prior written consent), WAA hereby
subordinates any lien, security interest, mortgage, pledge,
assignment or other interest in any real or personal property of
Borrower (other than the WAA Collateral) securing the WAA Loan to
any and all liens, security interests, mortgages, pledges,
assignments or other interests that may now or hereafter be granted
by Borrower to CATV in connection with the Loan Documents, and WAA
agrees to take any and all such further actions, and to execute and
deliver such other documents as may be reasonably necessary or
appropriate to effect such subordination. WAA agrees that it
will not contest (or join with any other creditor in contesting)
the attachment, perfection or priority of CATV’s security
interest in and liens on any of the collateral (other than the WAA
Collateral) securing indebtedness or liabilities of the Borrower to
CATV under the Loan Documents (the “Senior Collateral”)
or commence or prosecute (or join with any other creditor in
commencing or prosecuting) any action or proceeding asserting that
CATV’s security interest in and liens on any Senior
Collateral are voidable as a preference or a fraudulent conveyance
under the Bankruptcy Code or a fraudulent transfer under applicable
state or federal law or are otherwise invalid or unenforceable.
CATV shall have no duty to preserve, protect, care for,
insure, take possession of, collect, dispose of or otherwise
realize upon any of the Senior Collateral.
3.
WAA and
CATV hereby agree that, notwithstanding the date of attachment,
perfection or filing of any security interest, the
“Collateral” as defined in the WAA Note (the “WAA
Collateral”) shall secure the WAA Loan and the loan
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