ITS OBLIGATIONS CONTAINED IN, THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN ANY STATE OR OTHER APPLICABLE LAW; OR
B.
SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER, OR OTHERWISE DISPOSE OF
THE COLLATERAL; OR
C.
ENFORCE THE PATENTS COMPRISING THE COLLATERAL AND IF AGENT SHALL
COMMENCE ANY SUIT FOR SUCH ENFORCEMENT, BORROWER SHALL, AT THE REQUEST OF AGENT,
DO ANY AND ALL LAWFUL ACTS AND EXECUTE ANY AND ALL PROPER DOCUMENTS REASONABLY
REQUIRED BY AGENT IN AID OF SUCH ENFORCEMENT; OR
D.
INCUR EXPENSES, INCLUDING ATTORNEYS' FEES AT THE REGULAR HOURLY
RATES OF THE AGENT'S COUNSEL FROM TIME TO TIME IN EFFECT, LEGAL EXPENSES AND
COSTS FOR THE EXERCISE OF ANY RIGHT OR POWER UNDER THIS AGREEMENT, WHICH
EXPENSES ARE SECURED BY THIS AGREEMENT;
8.
SUBORDINATION OF SECURITY INTEREST TO SENIOR CREDITORS.
THE
SECURED PARTIES HEREBY SUBORDINATE ANY AND EVERY LIEN AND SECURITY INTEREST IN
THE COLLATERAL (AS DEFINED IN THE LOAN AGREEMENT) NOW OR HEREAFTER HELD BY THEM
(BUT ONLY TO THE EXTENT IT SECURES THE SENIOR INDEBTEDNESS) TO ANY AND EVERY
PERMITTED LIEN (AS DEFINED IN THE NOTES) THAT ANY HOLDER OF THE EXISTING
INDEBTEDNESS OR ANY SENIOR INDEBTEDNESS ("SENIOR CREDITORS") NOW OR HEREAFTER
HOLDS IN THE COLLATERAL WITH RESPECT TO EXISTING INDEBTEDNESS OR SENIOR
INDEBTEDNESS, NOTWITHSTANDING ANY STATEMENT OR PROVISION CONTAINED IN THIS
AGREEMENT OR THE NOTES TO THE CONTRARY AND IRRESPECTIVE OF THE TIME OR ORDER OF
FILING OR RECORDING OF FINANCING STATEMENTS, DEEDS OF TRUST, MORTGAGES OR OTHER
NOTICES OF SECURITY INTERESTS, LIENS OR ASSIGNMENTS GRANTED PURSUANT THERETO,
AND IRRESPECTIVE
7
OF ANYTHING CONTAINED IN ANY FILING OR AGREEMENT TO WHICH ANY PARTY HERETO OR
ITS RESPECTIVE SUCCESSORS AND ASSIGNS MAY NOW OR HEREAFTER BE A PARTY, AND
IRRESPECTIVE OF THE ORDINARY RULES FOR DETERMINING PRIORITIES UNDER THE UNIFORM
COMMERCIAL CODE OR UNDER ANY OTHER LAW GOVERNING THE RELATIVE PRIORITIES OF
SECURED CREDITORS.
SENIOR CREDITORS SHALL HAVE THE EXCLUSIVE RIGHT TO MANAGE,
PERFORM AND ENFORCE THE TERMS OF THEIR RESPECTIVE PRIVILEGES, RIGHTS, AND
AGREEMENTS WITH RESPECT TO THEIR RESPECTIVE COLLATERAL ACCORDING TO THEIR
DISCRETION AND THE EXERCISE OF THEIR BUSINESS JUDGMENT INCLUDING, BUT NOT
LIMITED TO, THE EXCLUSIVE RIGHT TO TAKE OR RETAKE POSSESSION OF THE COLLATERAL
AND TO HOLD, PREPARE FOR SALE, PROCESS, SELL, LEASE, DISPOSE OF, OR LIQUIDATE
THE COLLATERAL, PURSUANT TO A FORECLOSURE OR OTHERWISE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE NOTES, ONLY THE
SENIOR CREDITORS SHALL HAVE THE RIGHT TO RESTRICT OR PERMIT, OR APPROVE OR
DISAPPROVE, THE SALE, TRANSFER OR OTHER DISPOSITION OF THEIR RESPECTIVE
COLLATERAL.
ACCORDINGLY, SHOULD A SENIOR CREDITOR ELECT TO EXERCISE ITS RIGHTS
AND REMEDIES WITH RESPECT TO ANY OF THE COLLATERAL, SUCH SENIOR CREDITOR MAY
PROCEED TO DO SO WITHOUT REGARD TO ANY INTEREST OF THE SECURED PARTIES, AND THE
SECURED PARTIES WAIVE ANY CLAIMS THAT THEY MAY HAVE AGAINST SENIOR CREDITORS FOR
ANY DISPOSITION OF THE COLLATERAL.
IN THE EVENT SECURED PARTY RECEIVES THE
PROCEEDS OF ANY COLLATERAL IN WHICH A SENIOR CREDITOR HAS A LIEN OR SECURITY
INTEREST, SUCH SECURED