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Vision-Ease Lens CORP
|
S-1
Oct 12, 9:32 PM ET
Vision-Ease Lens, Inc. S-1
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Contents
7
1. The undersigned’s security interest or other lien, if any, in the Property, whenever or however acquired (and without regard to the order of attachment or perfection, whether by the filing of financing statements or otherwise), shall be subordinate and inferior to any security interest which ORIX may have or may hereafter acquire in the Property if and to the extent that such security interest secures debt in the principal amount not to exceed $616,560, together with interest accrued on such principal amount, owed by Obligor to ORIX (the “Permitted ORIX Debt”).
2. The undersigned waives notice of the retention of title by ORIX or the attachment of any security interest in the Property in favor of ORIX. The undersigned will not enforce its security interest or other lien in the Property, if any, until the earliest to occur of (a) the date when all Permitted ORIX Debt owing by Obligor to ORIX has been finally and irrevocably paid in full, (b) the undersigned has given ORIX (at its address below) 90 days prior written notice of the undersigned’s intention to enforce its security interest with respect to the Property, or (c) ORIX or its successor or assign has instituted any similar enforcement action against or with respect to the Property.
3. This Lien Subordination Agreement shall be binding on the successors and assigns of the undersigned, including any party to whom the undersigned transfers its interest in the Property and shall inure to the benefit of the successors and assigns of ORIX.
4. The undersigned will take such action and will execute and deliver such documents as may be reasonably requested by ORIX to further evidence and carry out the terms of this Lien Subordination Agreement.
5. No provision of this Lien Subordination Agreement may be waived or modified except in a writing signed by the parties.
6. This Lien Subordination Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Texas, without regard to principles of conflicts of laws.
7. Obligor and the Agent and the Lenders under the Credit Agreement agree that, effective as of the date of the incurrence of the Permitted ORIX Debt, the Permitted ORIX Debt shall be deemed to constitute “purchase money Indebtedness” for all purposes of Section 7.8 of the Credit Agreement.