5.1. EDSR 07-16-2018 - Laserfiche WebLink

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529838v1 JSB EL185-56 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (the “Agreement”) is made and entered into this day of July, 2018, by the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota (the "EDA") and THE BANK OF ELK RIVER (the “Bank”), a Minnesota banking corporation. R E C I T A L S A. WHEREAS, the Bank holds a blanket security interest in certain equipment owned by Orluck Industries, Inc. (“Orluck”) located at 12422 Business Center Drive, Elk River, Minnesota 55330, including a security interest in the Zeiss Contura Q2 Inspection Machine with serial number 201304503763 (the “Equipment”) as evidenced by UCC1 Financing Statement Number ________ filed _________ which was provided as security for a loan made by the Bank to Orluck. B. WHEREAS, the EDA is providing a loan to Orluck in the amount of $200,000 (the “Loan”) pursuant to a Loan Agreement dated July __, 2018 (the “Loan Agreement”), between Orluck and the EDA. As a condition of providing the Loan, the EDA has required that Orluck provide a first priority security interest in the Equipment pursuant to a Security Agreement, dated July __, 2018 (the “Security Agreement”) between Orluck and the EDA. NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The Bank agrees to subordinate any and all right, title, lien or interest the Bank has, may have or may hereafter acquire in the Equipment to the Loan, the Security Agreement, and the EDA’s security interest in the Equipment securing Orluck’s obligations under the Loan Agreement, and agrees that its security interest in the Equipment is in all respects subordinate to the Loan, the Security Agreement, and the EDA’s security interest in the Equipment notwithstanding any other priority requirements which may otherwise exist. 2. The Bank consents to the filing of the following documents with the Minnesota Secretary of State in the following order (i) an amendment to UCC1 Financing Statement number __________ in substantially the form attached hereto as Exhibit A deleting the Equipment from the list of collateral, (ii) the filing of a UCC-1 for the Equipment listing the EDA as the secured party in substantially the form attached hereto as Exhibit B, and (iii) the filing of a UCC-1 for the Equipment with the Bank as the secured party substantially in the form attached hereto as Exhibit C.