6.3. EDSR 12-21-2015 - Laserfiche WebLink

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LIEN SUBORDINATION AGREEMENT This LIEN SUBORDINATION AGREEMENT (this "Agreement") is effective as of the 17`h day of June, 2013, by and between THE BANK OF ELK RIVER, a corporation under the laws of the State of Minnesota (`Bank") and THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota ("EDA"). RECITALS A. Alliance Machine, Inc. ("Borrower") has granted Bank one or more security interests ("Bank Security Interests") in certain of Borrower's assets, which security interests include, without limitation, certain rights and interests in the equipment identified on the attached Exhibit A (the "Equipment"), including, without limitation, interests in accessions, additions, improvements, replacements and substitutions thereto, and other proceeds and profits arising therefrom (the "Collateral"). B. Borrower has entered into a loan facility with the EDA (the "EDA Financing"), and has granted a security interest in the Collateral as security therefor (the "EDA Security Interest"). C. The EDA desires that the Bank Security Interests be subordinate to the EDA Security Interest in the Collateral, on the terms set forth in this Agreement. AGREEMENT In consideration of the Recitals and the mutual promises contained in this Agreement, the parties agree as follows: 1. Subordination. Bank agrees that, regardless of any priority otherwise available to Bank by law or agreement, all of the Bank Security Interests and any other lien or security interest Bank may have or hereafter acquire in any of the Collateral is and will remain junior and fully subordinate for all purposes to EDA Security Interest, whether now held or hereafter acquired. Bank will file, and hereby consents to the EDA's filing, of any notices or financing statements which the EDA deems reasonable or necessary to evidence the terms of this Agreement. Further Agreements. (a) Bank represents and warrants that the Bank Security Interests are the only security interests currently held by Bank in the Collateral. Bank will not exercise any collection rights with respect to the Collateral, and will not take possession of, sell or dispose of, or otherwise deal with, the Collateral, and will not exercise or enforce any right or remedy which may be available to Bank with respect to the Collateral prior to or upon default, without the prior written consent of the EDA. Bank will give notice of the subordination accomplished by this Agreement to any purchaser or transferee of, or successor to, any or all of the Bank Security Interests or other lien or security interest of Bank in any or all of the Collateral prior to the time of purchase, transfer or succession. (b) The EDA may exercise any collection rights with respect to the Collateral, take possession of, sell or dispose of, or otherwise deal with, the Collateral, and exercise or enforce any right or remedy which may be available to the EDA with respect to the Collateral without notice to or the consent of Bank.