Common use of LIEN SUBORDINATION AND STANDBY Clause in Contracts

LIEN SUBORDINATION AND STANDBY. Any lien, security interest, ------------------------------ encumbrance, charge or claim of Creditor on any assets or property of Borrower or any proceeds or revenues therefrom which Creditor may have at any time as security for any Subordinated Debt shall be, and hereby is, subordinated to all liens, security interests, or encumbrances now or hereafter granted to Senior Lender by Borrower or by law, notwithstanding the date or order of attachment or perfection of any such lien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until Senior Lender has received indefeasible payment in full of the Senior Debt, Creditor agrees that Creditor will not assert or seek to enforce against Borrower any interest of Creditor in any and all collateral for the Subordinated Debt and that Senior Lender may dispose of any or all of the collateral for the Senior Debt free of any and all liens, including but not limited to liens created in favor of Creditor through judicial or nonjudicial proceedings, in accordance with applicable law including taking title, after notice to Creditor. Creditor agrees that any such sale or other disposition by Senior Lender of so much of the collateral for the Senior Debt as is necessary to satisfy in full, all of the principal of, interest on and reasonable costs of collection of the Senior Debt shall be made free and clear of any security interest granted to holder provided the entire proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon Senior Lender's request, Creditor shall execute and deliver any releases or other documents and agreements that Senior Lender in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of Creditor's interest in same. Creditor retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

LIEN SUBORDINATION AND STANDBY. Any lien, security interest, ------------------------------ encumbrance, charge or claim of Creditor the Purchasers, or Purchasers' Agent, on any assets or property of Borrower or any proceeds or revenues therefrom which Creditor Purchasers' Agent, may have at any time as security for any Subordinated Debt shall be, and hereby is, subordinated to all liens, security interests, or encumbrances now or hereafter granted to Senior Lender the Lenders' Agent by Borrower or by law, notwithstanding the date or order of attachment or perfection of any such lien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until Senior Lender has each of the Lenders have received indefeasible payment in full of the Senior Debt, Creditor agrees the Purchasers, and Purchasers' Agent, agree that Creditor the Purchasers, or Purchasers' Agent, will not assert or seek to enforce against Borrower any interest of Creditor any of the Purchaser in any and all collateral for the Subordinated Debt and that Senior Lender Lenders' Agent may dispose of any or all of the collateral for the Senior Debt free of any and all liens, including but not limited to liens created in favor of Creditor Purchasers' Agent through judicial or nonjudicial proceedings, in accordance with applicable law including taking title, after notice to CreditorPurchasers' Agent. Creditor agrees The Purchasers agree that any such sale or other disposition by Senior Lender Lenders' Agent of so much of the collateral for the Senior Debt as is necessary to satisfy in full, all of the principal of, interest on and reasonable costs of collection of the Senior Debt shall be made free and clear of any security interest granted to holder provided the entire proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon Senior LenderLenders' Agent's request, Creditor the Purchasers, and Purchasers' Agent, shall execute and deliver any releases or other documents and agreements that Senior Lender Lenders' Agent in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of Creditor's the Purchasers interest in same. Creditor retains The Purchasers retain all of its rights as a junior secured creditor creditors with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

LIEN SUBORDINATION AND STANDBY. Any The parties hereto hereby agree that any lien, security interest, ------------------------------ encumbrance, charge charge, or claim of Subordinated Creditor on any assets or property of Borrower or any Guarantor, or any proceeds or revenues therefrom which Subordinated Creditor may have at any time as security for any Subordinated Debt Obligation shall be, and hereby is, subordinated to all liens, security interests, encumbrances, claims, or encumbrances changes, now or hereafter granted to Senior Agent or any Senior Lender by Borrower or by lawany Guarantor, notwithstanding the date or order of attachment or perfection of any such lien, security interest, encumbrance encumbrance, or claim or charge or the provision of any applicable law. Until the Senior Lender has Lenders have no further commitment to extend credit to Borrower and Senior Agent and the Senior Lenders have received indefeasible payment in full of the Senior Debt, Subordinated Creditor agrees that (x) that, except as otherwise expressly provided in Sections 4 and 5 of this Agreement, the Subordinated Creditor will not assert or seek to enforce not, without the prior written consent of the Senior Agent, take any Lien Enforcement Action against Borrower any interest of Creditor in any and all collateral for the Subordinated Debt Obligation and (y) that Senior Lender Agent, upon not less than fifteen (15) days prior written notice to the Subordinated Creditor with respect to any disposition or release of oil and gas properties, may release or dispose of any or all of the collateral for the Senior Debt free of any and all liensDebt, including but not limited to liens created in favor of Creditor whether through judicial or nonjudicial proceedings, proceedings in accordance with applicable law including taking titleor pursuant to a consensual agreement between the Borrower and/or any Guarantor and Senior Agent or any Senior Lender regarding any such release or disposition and regardless of whether or not Subordinated Creditor has commenced any Lien Enforcement Action or other action or proceeding to collect the Subordinated Obligation with respect to such collateral, after without consent by Subordinated Creditor including, without limitation, releasing any such collateral in connection with a sale or assignment by Borrower or such Guarantor (whether or not all or any portion of the net proceeds from such sale or assignment are used to repay the Senior Debt or the Subordinated Obligation), but excluding, however, any transaction whereby Senior Agent or any Senior Lender takes title thereto; provided, however, that nothing herein is intended to or does waive any right Subordinated Creditor may otherwise have to notice under applicable law; and provided further, however, that if at the time of any such release, sale or other disposition (i) a "DEFAULT" or an "EVENT OF DEFAULT" (each as defined in the Credit Agreement) has occurred and is continuing, (ii) the aggregate Net Disposition Amount (hereinafter defined) from the release, sale or other disposition of all such collateral since the occurrence of such Default or Event of Default, as the case may be, exceeds $7,500,000, and (iii) less than seventy- five percent (75%) of the Net Disposition Amount of any such release, sale or other disposition in excess of, in the aggregate, $7,500,000 is to be paid to or credited by the Senior Lenders and applied as a permanent reduction of the Senior Debt (or, if there is no outstanding indebtedness owed to the Senior Lenders, then to the Subordinated Obligation), no such release, sale or other disposition of any such collateral which also constitutes Subordinated Collateral may be consummated without the prior written consent of Subordinated Creditor. Subordinated Creditor agrees that any such sale sale, release or other disposition by Senior Lender of so much of the collateral for the Senior Debt as is necessary to satisfy in full, all of the principal of, interest on and reasonable costs of collection of the Senior Debt shall be made free and clear of any liens or security interest interests granted to holder provided the entire proceeds (after deducting reasonable expenses of sale) are applied in reduction by holders of the Senior DebtSubordinated Obligation. Upon Senior LenderAgent's request, Subordinated Creditor shall execute and deliver any releases or other documents and agreements that Senior Lender in its reasonable discretion Agent or Borrower, reasonably deems necessary to release or otherwise dispose of the collateral for the Senior Debt as provided herein free of Subordinated Creditor's interest in same. Creditor retains all of its rights as a junior secured creditor As used herein, the term "NET DISPOSITION AMOUNT" shall mean with respect to the surplusany sale, if any, arising from any such release or other disposition of collateral, including any foreclosure sale, the collateral for proceeds received from such sale, release or other disposition, net of the Senior Debtreasonable costs and expenses incurred in connection with such sale, release or other disposition.

LIEN SUBORDINATION AND STANDBY. Any Without the prior written consent of Senior Lender, each Loan Party agrees that it will not grant, or permit any other Loan Party to grant, and the Subordinate Xxxxxx agrees that it will not accept or retain, any lien, security interest, ------------------------------ encumbrance, charge charge, or claim of Creditor on any assets or property of Borrower any Loan Party to secure all or any portion of the Subordinated Debt. In the event that a lien, security interest, encumbrance, charge, or claim is granted to the Subordinate Lender on any assets or property of any Loan Party, such lien, security interest, encumbrance, charge, or claim or any proceeds or revenues therefrom which Creditor the Subordinate Lender may have at any time as security for any Subordinated Debt shall be, and hereby is, subordinated to all liens, security interests, encumbrances, charges, or encumbrances claims now or hereafter granted to or existing in favor of Senior Lender by Borrower any Loan Party or by law, notwithstanding the date or order or manner of creation or attachment or perfection of any such lien, security interest, encumbrance encumbrance, charge, or claim or charge or the provision of any applicable law. Until Senior Lender has received indefeasible payment in full of the Senior Debt, Creditor The Subordinate Xxxxxx agrees that Creditor will not assert or seek to enforce against Borrower any interest of Creditor in any and all collateral for the Subordinated Debt and that Senior Lender may may, in accordance with the Senior Loan Documents and applicable law, dispose of any or all of the collateral for the Senior Debt free and clear of any and all security interests and liens, including including, but not limited to to, security interests and liens created in favor of Creditor the Subordinate Lender under the Subordinated Documents, through judicial or nonjudicial proceedings, or otherwise in accordance with applicable law law, including taking title, after written notice to Creditorthe Subordinate Lender. Creditor The Subordinate Xxxxxx agrees that any such sale or other disposition by Senior Lender of so much of the collateral for the Senior Debt as is necessary to satisfy for Payment in full, Full of all of the Senior Debt (including, without limitation, any principal of, interest on and reasonable costs of collection of the Senior Debt Debt) shall be made free and clear of any all (if any) security interest interests and liens granted to holder provided the entire proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior DebtSubordinate Lender. Upon Senior Lender's Xxxxxx’s request, Creditor the Subordinate Lender shall execute and deliver any releases or other documents and agreements that Senior Lender Lender, in its reasonable discretion discretion, deems necessary to dispose of the collateral for the Senior Debt free and clear of Creditor's the Subordinate Xxxxxx’s interest in same. Creditor retains all The Subordinate Lender hereby appoints Senior Lender and any officer or duly authorized person of Senior Lender, with full power of substitution, as its rights as a junior secured creditor true and lawful attorney-in-fact with respect to full irrevocable power of attorney in the surplus, if any, arising from any such disposition place and stead of the collateral Subordinate Xxxxxx and in the name of the Subordinate Lender or in Senior Xxxxxx’s own name, from time to time, in Senior Xxxxxx’s sole discretion, for the Senior Debtpurposes of carrying out the terms of this Section 3, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 3, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).