Common use of Subordination of Lien Clause in Contracts

Subordination of Lien. Subordinating Creditor, notwithstanding the order of attachment or perfection of its security interests, in the assets of the Borrower, subordinates to the Bank any and all security interests which Subordinating Creditor now has or in the future may have in the Collateral (as defined in the Loan and Security Agreement) of the Borrower together with all products and proceeds thereof. Subordinating Creditor further agrees that it will not enforce or assert any of its rights or security interests in or in any other manner interfere with Bank's security interests in the Collateral, unless and until Bank has advised Subordinating Creditor, in writing, that Borrower has indefeasibly paid in full and in cash, the Senior Indebtedness owing to Bank. By means of illustration, not limitation, Subordinating Creditor agrees that it will not seek to foreclose on any Collateral, demand or accelerate any indebtedness owing to Subordinating Creditor, assert any set-off or counterclaim, or notify account debtors of Subordinating Creditor's security interest in the proceeds of the Collateral, if any, unless and until Bank has advised Subordinating Creditor, in writing, that Borrower has satisfied, in full, the Senior Indebtedness. Furthermore, until receipt of such notice, Subordinating Creditor (i) will not assert any claim for marshalling of Borrower's assets, (ii) consents to the collection or sale of the Collateral by Bank free and clear of Subordinating Creditor's security interest, and (iii) without the necessity of demand or request by Bank, Subordinating Creditor will turn or pay over to Bank any money or the proceeds of any Collateral coming into Subordinating Creditor's possession, custody or control. In furtherance of the foregoing, at the request of Bank, Subordinating Creditor agrees that it will take any and all such action as Bank may request to facilitate the collection or sale of any Collateral by Bank or Borrower, including without limitation, the termination of Subordinating Creditor's security interest in any such Collateral. Furthermore, Subordinating Creditor consents to any and all dispositions of the Collateral now or hereafter made by Bank and waives any claims contesting the commercial reasonableness of any sales. Subordinating Creditor acknowledges that the intent of this paragraph is to place Bank in the same position as if the Collateral was not subject to Subordinating Creditor's security interest, and agrees that it will assert no claims against Bank with respect to the Collateral.

Subordination of Lien. Subordinating Creditor, notwithstanding the order of attachment or perfection of its security interests, in the assets of the Borrower, subordinates to the Bank Senior Lender any and all security interests which Subordinating Creditor now has or in the future may have in the Collateral (as defined in the Loan Agreement and Security Agreementrelated Loan Documents, collectively “Loan Documents”) of the Borrower together with all products and proceeds thereof. Subordinating Creditor further agrees that it will not enforce or assert any of its rights or security interests in or in any other manner interfere with BankSenior Lender's security interests in the Collateral, unless and until Bank Senior Lender has advised Subordinating Creditor, in writing, that Borrower has indefeasibly paid in full and in cash, the Senior Indebtedness owing to BankSenior Lender. By means of illustration, not limitation, Subordinating Creditor agrees that it will not seek to foreclose on any Collateral, demand or accelerate any indebtedness owing to Subordinating Creditor, assert any set-off or counterclaim, or notify account debtors of Subordinating Creditor's security interest in the proceeds of the Collateral, if any, unless and until Bank Senior Lender has advised Subordinating Creditor, in writing, that Borrower has satisfied, in full, the Senior Indebtedness. Furthermore, until receipt of such notice, Subordinating Creditor (i) will not assert any claim for marshalling of Borrower's assets, (ii) consents to the collection or sale of the Collateral by Bank Senior Lender free and clear of Subordinating Creditor's security interest, and (iii) without the necessity of demand or request by BankSenior Lender, Subordinating Creditor will turn or pay over to Bank Senior Lender any money or the proceeds of any Collateral coming into Subordinating Creditor's possession, custody or control. In furtherance of the foregoing, at the request of BankSenior Lender, Subordinating Creditor agrees that it will take any and all such action as Bank Senior Lender may request to facilitate the collection or sale of any Collateral by Bank Senior Lender or Borrower, including without limitation, the termination of Subordinating Creditor's security interest in any such Collateral. Furthermore, Subordinating Creditor consents to any and all dispositions of the Collateral now or hereafter made by Bank Senior Lender and waives any claims contesting the commercial reasonableness of any sales. Subordinating Creditor acknowledges that the intent of this paragraph is to place Bank Senior Lender in the same position as if the Collateral was not subject to Subordinating Creditor's security interest, interest and agrees that it will assert no claims against Bank Senior Lender with respect to the Collateral.

Subordination of Lien. Subordinating Creditoron Stock of Fedders International, Inc. The Trustee hereby acknowledges and agrees, on behalf of itself and all of the Holders, that (a) Fedders Corporation has granted to the lender under the Credit Agreement (the "Senior Lender") a Lien upon all of the issued and outstanding capital stock of Fedders International, Inc. (the "FII Stock") pursuant to the Credit Agreement to secure the obligations under the Credit Agreement, (b) notwithstanding the order or time of attachment attachment, or perfection the order, time or manner of its security interestsperfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of the Senior Lender or the Trustee in the assets FII Stock, the Liens upon the FII Stock of the BorrowerSenior Lender have and shall have priority over the Liens therein of the Trustee, subordinates for the benefit of the Holders, to the Bank any and all security interests which Subordinating Creditor now has or in the future may have in the Collateral (as defined in the Loan and Security Agreement) full extent of the Borrower together with all products and proceeds thereof. Subordinating Creditor further agrees that it will not enforce obligations under the Credit Agreement at any time owing to the Senior Lender, regardless of whether such Liens upon the FII Stock of the Senior Lender are avoided, disallowed, set aside or assert otherwise invalidated in any judicial proceeding, (c) notwithstanding any rights or remedies available to the Trustee under any of its rights or security interests in or in the Indenture and any other manner interfere with Bank's security interests in documents ancillary thereto, applicable law or otherwise, until such time as all obligations (other than contingent indemnification obligations) under the Collateral, unless and until Bank has advised Subordinating Creditor, in writing, that Borrower has Credit Agreement have been indefeasibly paid in full and in cashto the Senior Lender, the Senior Indebtedness owing to Bank. By means of illustrationTrustee shall not (i) directly or indirectly, not limitation, Subordinating Creditor agrees that it will not seek to foreclose foreclose, take possession of, sell or otherwise realize upon (judicially or non-judicially) its Lien on any Collateral, demand or accelerate any indebtedness owing to Subordinating Creditorof the FII Stock, assert any set-off claims or counterclaiminterests therein or exercise any remedies with respect thereto or commence any legal proceedings against or with respect to any of the FII Stock to facilitate the actions proscribed above, or notify account debtors of Subordinating Creditor's security interest in the proceeds (ii) have any responsibilities to assert such remedies on behalf of the Collateral, if any, unless Holders or otherwise and (d) until Bank has advised Subordinating Creditor, in writing, that Borrower has satisfied, such time as all obligations (other than contingent indemnification obligations) under the Credit Agreement have been indefeasibly paid in full, in the Senior Indebtedness. Furthermoreevent of the sale or other disposition of all, until receipt or substantially all, of such notice, Subordinating Creditor the FII Stock either by (i) will not assert any claim for marshalling of Borrower's assetsthe Senior Lender or its agents, or (ii) consents to Fedders Corporation, with the collection or sale consent of the Collateral by Bank free and clear of Subordinating Creditor's security interestSenior Lender, and (iii) without the necessity of demand or request by BankTrustee shall, Subordinating Creditor will turn or pay over to Bank any money or the proceeds of any Collateral coming into Subordinating Creditor's possession, custody or control. In furtherance of the foregoing, at promptly upon the request of Bankthe Senior Lender (which request shall specify the proposed terms of the sale or other disposition of the FII Stock and the type and amount of consideration to be received in connection therewith), Subordinating Creditor agrees that it will take release or otherwise terminate its Liens on the FII Stock, provided that, such release by the Trustee shall not extend to or otherwise affect any and all such action as Bank may request Lien of the Trustee to facilitate the collection or sale of any Collateral by Bank or Borrower, including without limitation, the termination of Subordinating Creditor's security interest in proceeds from any such Collateral. Furthermore, Subordinating Creditor consents to any and all dispositions sale or other disposition of the Collateral now or hereafter made by Bank and waives any claims contesting the commercial reasonableness of any sales. Subordinating Creditor acknowledges that the intent of this paragraph is to place Bank in the same position as if the Collateral was not FII Stock, subject to Subordinating Creditor's security interestthe prior and senior Lien therein of Senior Lender, and agrees that it will assert no claims against Bank with respect to the Collateralextent that such proceeds are not applied by Senior Lender to the payment of the obligations under the Credit Agreement.

Subordination of Lien. Subordinating Creditor, notwithstanding the order of attachment or perfection of its security interests, interests in the assets of the Borrower, subordinates to the Bank Crestmark any and all security interests which Subordinating Creditor now has or in the future may have in the Collateral (as defined in the Loan and Security Agreement) of the Borrower together with all products and proceeds thereof. Subordinating Creditor further agrees that it will not enforce or assert any of its rights or security interests in or in any other manner interfere with Bank's Crestmark’s security interests in the Collateral, unless and until Bank Crestmark has advised Subordinating Creditor, in writing, that Borrower has indefeasibly paid in full and in cash, discharged all of the Senior Indebtedness owing to BankCrestmark. By means of illustration, not limitation, Subordinating Creditor specifically agrees that it will not not, prior to the satisfaction of the conditions set forth in the preceding sentence, seek to foreclose on any Collateral, demand or accelerate any indebtedness owing to Subordinating Creditor, assert any set-off or counterclaim, or notify account debtors of Subordinating Creditor's ’s security interest in the proceeds of the Collateral, if any, unless and until Bank has advised . Until Subordinating Creditor, in writing, Creditor receives written notice from Crestmark that Borrower has satisfied, in full, the Senior Indebtedness. Furthermore, until receipt of such noticeIndebtedness has been indefeasibly paid in full and discharged, Subordinating Creditor (i) will not assert any claim for marshalling of Borrower's ’s assets, (ii) consents to the collection or sale of the Collateral by Bank Crestmark free and clear of Subordinating Creditor's ’s security interest, and (iii) without the necessity of demand or request by BankCrestmark, Subordinating Creditor will turn or pay over to Bank Crestmark any money or the proceeds of any Collateral coming into Subordinating Creditor's ’s possession, custody or control. In furtherance of the foregoing, at At the request of BankCrestmark, Subordinating Creditor agrees that it will take any and all such action as Bank Crestmark may request to facilitate the collection or sale of any Collateral by Bank Crestmark or Borrower, including without limitation, the termination of Subordinating Creditor's ’s security interest in any such Collateral. Furthermore, Subordinating Creditor consents to any and all dispositions of the Collateral now or hereafter made by Bank Crestmark and waives any claims contesting the commercial reasonableness of any sales. Subordinating Creditor acknowledges that the intent of this paragraph is to place Bank Crestmark in the same position as if the Collateral was not subject to Subordinating Creditor's ’s security interest, and agrees that it will assert no claims against Bank Crestmark with respect to the Collateral.