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C2 GLOBAL TECHNOLOGIES INC | C2 INVESTMENTS INC | ROYNAT BUSINES CAPITAL INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit
10.2
PRIORITIES
AGREEMENT
THIS
AGREEMENT
dated as
of the __ day
of
September, 2007.
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B E T W E E N:
COUNSEL
CORPORATION,
an Ontario company whose address is 40 King Street West, Suite
3200,
Toronto, Ontario, M5H 3Y2
(hereinafter
referred to as “Counsel”
and “the Bank”)
OF
THE FIRST PART;
-
and -
ROYNAT
BUSINES CAPITAL INC.,
a
Delaware corporation, whose address is 100 North Tryon Street,
Suite 3720,
Charlotte, NC 28202
(hereinafter
referred to as “Roynat”)
OF
THE SECOND PART;
-
and -
C2
Investments Inc.,
a Delaware corporation, whose address is is 40 King Street West,
Suite
3200, Toronto, Ontario, M5H 3Y2
____________________________.
(hereinafter
referred to as the “Company”)
OF
THE THIRD PART;
and
-
C2
Global Technologies Inc. (« C2 »).,
a Delaware corporation, whose address is is 40 King Street West,
Suite
3200, Toronto, Ontario, M5H 3Y2
____________________________.
(hereinafter
referred to as the “C2”)
OF
THE FOURTH PART;
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WHEREAS,
the
Company and/or C2 has authorized, executed and delivered in favor of the Bank
various notes, security agreements, financing statements (as amended or
otherwise modified from time to time, the “Bank Security
Documents”);
WHEREAS,
the
Bank Security Documents and any other security which may be held by the Bank
now
or hereafter on the property and assets of the Company for its or C2’s existing
indebtedness and any future indebtedness of the Company or C2 to the Bank are
sometimes herein collectively referred to as the “Bank
Security”;
WHEREAS,
Roynat
has agreed, subject to certain conditions, to provide financing to AZ
LIMOS LLC,
an
affiliated party to the Company (“AZ
LIMOS”),
such
financing to be secured by (among other things) a pledge agreement dated the
date hereof, by the Company in favor of Roynat (as amended or otherwise modified
from time to time, together with all other instruments entered into by the
Company in connection therewith, the “Roynat
Security Document”)
pursuant to which the Company has pledged to Roynat all of its membership and
related interests in AZ LIMOS (the “Pledged
Interests”).
WHEREAS,
the
Roynat Security Documents and any other security which may be held by Roynat
now
or hereafter on the Pledged Interests for financing provided to AZ LIMOS by
Roynat are sometimes herein collectively referred to as the “Roynat
Security”;
WHEREAS,
the
parties hereto have agreed to enter into this Agreement in order to set out
the
respective priorities with respect to the Pledged Interest.
NOW
THEREFORE,
in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby covenant, undertake, declare and agree as follows:
ARTICLE
1.
- CONSENT
1.1. Bank
Consent.
The
Bank hereby consents to the creation and issue by the Company to Roynat of
the
Roynat Security and that the creation, issue and existence of the same does
not
constitute a default or event of default under the Bank Security
Documents.
ARTICLE
2.
- SUBORDINATION
2.1. Relative
Priorities.
The
Bank and Roynat hereby agree as follows:
| (a) |
the
Bank Security solely with respect to the Pledged Interests is hereby
subordinated in all respects to the Roynat Security;
and
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| (b) |
the
parties hereto hereby agree that, except for the Pledged Interests
and as
expressly set forth in the foregoing clause (a), Roynat has no other
security interests in any of the Bank Security and Roynat hereby
acknowledges and agrees that any claim it may hereafter have on any
Bank
Security (other than the Roynat Security) shall be subordinated in
all
respects to the Bank Security.
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2.2. Application
of Subordination.
The
subordination contained herein shall apply in all events and circumstances
regardless of:
| (a) |
the
date of execution, attachment, registration or perfection of any
security
interest held by the Bank or Roynat;
or
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| (b) |
the
date of any advance or advances made to the Company by the Bank or
to AZ
LIMOS by Roynat; or
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