7.3 EDSR 08-19-2024 - Laserfiche WebLink

Home Browse Search

- 2 - “Subordinated Note” shall mean that certain Promissory Note dated August ___, 2024, in the original principal amount of $200,000.00, given by OpCo to Subordinated Creditor, a copy of which is attached hereto as Exhibit A. 2. Limitations on Payment. Subordinated Creditor will not receive, or take action to collect or enforce, payment from OpCo, and OpCo will not make payment to Subordinated Creditor of the Subordinated Claim or any part thereof, without the prior written consent of Senior Lender; provided that so long as no Event of Default has occurred and is continuing, OpCo may pay, and Subordinated Creditor may collect and retain, scheduled payments, but not prepayments, under the Subordinated Note when due. Upon the occurrence and during the continuance of an Event of Default, OpCo shall not make, and Subordinated Creditor shall not accept, payments of any kind toward the Subordinated Claim. Except for the collection of regularly scheduled principal and interest payments as set forth herein, Subordinated Creditor will not, without the prior written consent of Senior Lender, receive or take any action to collect or enforce, payment of the Subordinated Claim or any part thereof from any trustee in bankruptcy, receiver, or other liquidator of any part of OpCo’s property, or from any other person. Until payment in full of the Senior Claim, any payment received by Subordinated Creditor following the occurrence and during the continuance of an Event of Default shall promptly be delivered to Senior Lender for application to the Senior Claim, in such order as Senior Lender shall elect. 3. Priority of Security Interest. Any now existing or hereafter arising security interest in Borrowers’ now owned or hereafter acquired property held from time to time by Senior Lender shall have priority in all respects as to any now existing or hereafter arising security interests in Borrowers’ now owned or hereafter acquired property held from time to time by Subordinated Creditor. The priorities specified herein are applicable irrespective of the time or order of attachment or perfection of security interests or the time or order of filing of financing statements or the giving or failure to give notice of the acquisition or expected acquisition of any security interest by Senior Lender or Subordinated Creditor. 4. Senior Lender Priority. In the event of the bankruptcy of, or the appointment of a trustee, receiver or other representative or liquidator for any of the property of Borrowers, or in the event Borrowers shall become the subject of any proceeding of any character under any federal or state bankruptcy or insolvency act or law, all monies and other property allocated or allocable to the Subordinated Claim and which would be payable or deliverable to Subordinated Creditor in the absence of the provisions of this Agreement shall be paid and delivered directly to Senior Lender for application by Senior Lender to the Senior Claim, in such order as Senior Lender shall elect, until full payment of the Senior Claim with the excess, if any, to be paid to Subordinated Creditor, regardless of whether Subordinated Creditor or Senior Lender or both file a claim on behalf of the Subordinated Claim in any such proceeding. Senior Lender is hereby irrevocably appointed attorney-in-fact for Subordinated Creditor with full power to act in the place and stead of Subordinated Creditor in all matters relating to or affecting the Subordinated Claim, until full payment of all Senior Claims, including the right to make, present, file and vote such proofs of claim against any Borrower on account of all or any part of said Subordinated Claim, as Senior Lender may deem advisable and to receive and collect any and all dividends or other payments (“Dividends”) made thereon and to apply the same on account of the Senior Claim. Subordinated Creditor will execute and deliver to Senior Lender such instruments as may be required by Senior Lender to enforce any and all such Subordinated Claim, to effectuate the Page 22 of 33