Back to top

INTERCREDITOR AGREEMENT RELATING TO THE OFFERING OF 12% SECURED CONVERTIBLE NOTES DUE 2006 OF SHEERVISION, INC

Intercreditor Agreement

INTERCREDITOR AGREEMENT

                           RELATING TO THE OFFERING OF

                     12% SECURED CONVERTIBLE NOTES DUE 2006

                                       OF

                                SHEERVISION, INC | Document Parties: SHEERVISION, INC. You are currently viewing:
This Intercreditor Agreement involves

SHEERVISION, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: INTERCREDITOR AGREEMENT RELATING TO THE OFFERING OF 12% SECURED CONVERTIBLE NOTES DUE 2006 OF SHEERVISION, INC
Governing Law: New York     Date: 3/28/2006

INTERCREDITOR AGREEMENT

                           RELATING TO THE OFFERING OF

                     12% SECURED CONVERTIBLE NOTES DUE 2006

                                       OF

                                SHEERVISION, INC, Parties: sheervision  inc.
50 of the Top 250 law firms use our Products every day

                                                                        EX-10.17

                                                                  EXECUTION COPY
================================================================================



                   --------------------------------------------

                             INTERCREDITOR AGREEMENT

                           RELATING TO THE OFFERING OF

                     12% SECURED CONVERTIBLE NOTES DUE 2006

                                        OF

                                SHEERVISION, INC.

                  --------------------------------------------





                         DATED AS OF SEPTEMBER 13, 2005


================================================================================
<PAGE>

       INTERCREDITOR AGREEMENT (this "AGREEMENT"),   dated as of September
       13, 2005, between SHEERVISION, INC., a California corporation with
       offices   located   at 4040 Palos   Verdes   Drive   North,   Suite 105,
       Rolling Hills Estates,   California   90274 (the   "COMPANY") and THE
       HOLDERS (the "INVESTORS") of the 12% Secured Convertible Notes due
       2006 of the COMPANY (the "NOTES").


                                  INTRODUCTION

       In accordance with the Confidential Private Placement   Memorandum,   dated
August 24, 2005, of the Company and the documents   attached thereto,   including,
without    limitation,    the    Subscription    Package    attached    thereto    (the
"SUBSCRIPTION"),   the   Investors   have agreed to   purchase   from the Company the
Notes,   each dated as of the date   hereof,   and   delivered   respectively   to the
Investors   pursuant to the   Subscription,   dated as of the date   hereof,   by and
between   the   Company   and   each   of   the   Investors.   Pursuant   to   Notes,   the
obligations   of the Company under the Notes are secured by a security   interest,
granted   in favor of the   Investors   in and to all   property   and   assets of the
Company (the "SECURITY INTEREST").   The Company's   obligations,   as set forth in
the Notes, are sometimes referred to herein as the "COMPANY'S OBLIGATIONS".   The
Investors   desire to enter   into   this   Agreement   in order to set   forth   their
understanding with respect to several matters pertaining to the servicing of the
Loan (as   hereinafter   defined) and the enforcement of their   respective   rights
with   respect to the   Notes,   as well as   matters   related to the   subordination
thereof.

       NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises,   representations,   warranties, and covenants hereinafter set forth and
for other good and valuable consideration,   the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

       1.      Loan Advance.

               The Investors have advanced,   pursuant to the terms and conditions
set forth in the   Transaction   Documents (as defined in the Notes),   the amounts
set forth in Exhibit A attached hereto (in the aggregate,   the "LOAN").   For the
purposes of this   Agreement,   the amount of   principal,   plus   interest   accrued
thereon,   owed to each Investor under its respective Note as a proportion of the
aggregate amount of the Loan, shall be referred to as such Investor's respective
percentage interest (the "PERCENTAGE INTERESTS").

       2.      Ownership Interest.

              Each   Investor   shall   own an   interest   in the Loan   equal to its
Percentage   Interest as described on Exhibit A and each   Investor   shall own its
interest the   Company's   Obligations.   Except as otherwise   stated   herein,   the
Investor   shall own,   PARI PASSU to each of the other   Investors,   an   undivided
fractional   interest equal to such   Investor's   Percentage   Interest in: (a) the

<PAGE>

Loan;   (b) all payments made on or in respect of the Loan; (c) all recoveries or
distributions   in   connection   with the Loan;   and (d) all   present   and   future
collateral (and all proceeds in connection therewith) securing the same.

       3.      No Representation or Warranty Relating to Loan.

              3.1.    No Investor has made any warranty or   representation to any
other Investor,   expressed or implied, with respect to the Loan, the adequacy of
security for the Loan, the existing or future solvency or financial worth of the
Company,   and the   ability of the   Company   to repay the Loan and the   Company's
Obligations.   Each   Investor   acknowledges   that   the   Loan   and   the   Company's
Obligations   carry a high   degree of risk;   that the   Company may default on the
Loan, which may result in a bankruptcy filing and/or foreclosure action and/or a
deterioration   of the   collateral   for the Loan; and that it may not be possible
for the Investors to collect the full principal   balance of the Loan, any or all
of the accrued   interest on the Loan,   and/or any or all other   amounts due with
respect to the Loan.

              3.2.    Any   information,   data,   projections   and other   materials
heretofore   supplied   to each   Investor   has   been   extrapolated   from   material
supplied by the Company or due diligence.   Each Investor acknowledges and agrees
that no   Investor   makes any   representation   or   warranty   as to the nature and
quality of such information.   Each Investor   acknowledges and agrees that it has
had ample opportunity to make and have made such investigations as it has deemed
necessary under the circumstances.

       4.      Expenses.

              All expenses including, but not limited to, counsel fees and court
costs paid or incurred by any Investor (an   "OBLIGATED   PARTY") in any action to
collect or foreclose on any of the Company's Obligations,   the Security Interest
or the Loan, shall be borne by the Investors in accordance with their respective
Percentage   Interests   at the time of the default or the failure of   performance
giving   rise to the action to collect   or   enforce   the rights of the   Investors
under   the   Noteor   the   Company's   Obligations.   Payment   shall be made by each
Investor to the Obligated   Party within five (5) days after receipt of notice of
demand for the payment of such Investor's PRO RATA share. If such payment is not
made when due,   the   Obligated   Party may make such   payment   on the   defaulting
Participant's   behalf,   such   payment   shall   bear   interest   at the rate of ten
percent (10%) PER ANNUM and shall be automatically repaid to the Obligated Party
out of the first funds received on behalf of the defaulting   Participant from or
on behalf of the Company.

       5.      Distribution of Sale or Refinance Proceeds.

              5.1.    If Company repays or refinances the Loan, or if the Company
is in default of the Company's Obligations and any Investor sells or disposes of
any   Collateral for the Loan or any Investor   otherwise   recovers all or part of
the   principal   and interest and other amounts due and owing under the Company's
Obligations,   the net   proceeds   of said   refinances   or sale or the   amount   of
principal,   interest   and   other   amounts   repaid   shall be   distributed   in the
following order of priority:

                     (a)     First,     repayment   of   each    Investor's    expenses
described above in Section 4;

                                      -2-
<PAGE>


                     (b)     Second,    repayment   of   remaining    principal    and
interest (exclusive of default interest and late charges to each Investor);

                     (c)     Third, repayment of default interest,   late charges,
and any other   amounts   to each   Investor   PARI PASSU in   accordance   with their
respective Percentage Interests;

              5.2.    The priorities of allocation set forth in Section 5.1 shall
apply in all   circumstances,   including with respect to any distribution made in
any   case or   proceeding   under   Title 11 of   United   States   Code or any   other
proceeding   relating   to   the   Company   under   any   bankruptcy,   reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation.

              5.3.    If any   Investor   (an   "EXCESS   PARTY")   shall   obtain   any
payment or other recovery   (whether   voluntary,   involuntary,   by application of
setoff,   or otherwise) as a result of the   realization,   sale or other   remedial
disposition   of, or foreclosure   on, any   Collateral or any repayment   under the
Note in excess of the amount it is then   entitled to receive   under the terms of
this   Agreement and the Note,   such Excess Party shall hold such amount in trust
for the ratable   benefit of the other   Investors in accordance with the terms of
this Agreement.

       6.      Subordination.


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more