ON THE PART OF THE COLLATERAL AGENT, THE SENIOR LENDERS OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR COLLATERAL AGENTS WITH RESPECT TO
ANY EXERCISE OF RIGHTS OR REMEDIES UNDER THE SENIOR DEBT DOCUMENTS OR ANY
TRANSACTION RELATING TO THE COLLATERAL.
NEITHER THE COLLATERAL AGENT, ANY
SENIOR LENDER NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE UPON ANY OF THE
COLLATERAL OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL
OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF THE COMPANY OR ANY
SUBORDINATED LENDER OR ANY OTHER PERSON OR TO TAKE ANY OTHER ACTION WHATSOEVER
WITH REGARD TO THE COLLATERAL OR ANY PART THEREOF.
9
11.
PROVISIONS APPLICABLE AFTER BANKRUPTCY.
THE
PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE OCCURRENCE OF ANY EVENT CONTEMPLATED UNDER CLAUSE (A) OR
(B) OF THE DEFINITION OF "INSOLVENCY EVENT" IN SECTION 1 OF THIS AGREEMENT.
12.
FURTHER ASSURANCES.
THE SUBORDINATED
LENDERS AND THE COMPANY, AT THEIR OWN EXPENSE AND AT ANY TIME FROM TIME TO TIME,
UPON THE WRITTEN REQUEST OF THE COLLATERAL AGENT WILL PROMPTLY AND DULY EXECUTE
AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS
AS THE COLLATERAL AGENT REASONABLY MAY REQUEST FOR THE PURPOSES OF OBTAINING OR
PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS
HEREIN GRANTED.
13.
PROVISIONS DEFINE RELATIVE RIGHTS.
THIS
AGREEMENT IS INTENDED SOLELY FOR THE PURPOSE OF DEFINING THE RESPECTIVE RIGHTS,
PRIORITIES AND INTERESTS OF THE COLLATERAL AGENT, THE SENIOR LENDERS AND THE
SUBORDINATED LENDERS ONLY, AND NO OTHER PERSON SHALL HAVE ANY RIGHT, BENEFIT OR
OTHER INTEREST UNDER THIS AGREEMENT.
14.
LEGEND.
EACH SUBORDINATED LENDER AND THE
COMPANY WILL CAUSE EACH OF THE SUBORDINATED NOTES TO BEAR UPON ITS FACE THE
FOLLOWING LEGEND:
ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS
PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE
TERMS OF, THE SUBORDINATION AGREEMENT, DATED APRIL 26, 2006 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "SUBORDINATION
AGREEMENT"), BY AND AMONG MEDICOR LTD., A DELAWARE CORPORATION, SILVER OAK
CAPITAL, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, AS COLLATERAL AGENT, AND
THE HOLDERS FROM TIME TO TIME OF THE SUBORDINATED OBLIGATIONS (AS DEFINED
THEREIN), INCLUDING, WITHOUT LIMITATION, THIS NOTE.
15.
POWERS COUPLED WITH AN INTEREST.
ALL
POWERS, AUTHORIZATIONS AND AGENCIES CONTAINED IN THIS AGREEMENT ARE COUPLED WITH
AN INTEREST AND ARE IRREVOCABLE UNTIL THE SENIOR OBLIGATIONS ARE PAID IN FULL.
16.
AUTHORITY OF COLLATERAL AGENT.
THE COMPANY
AND THE SUBORDINATED LENDERS ACKNOWLEDGE THAT THE RIGHTS AND RESPONSIBILITIES OF
THE COLLATERAL AGENT UNDER THIS AGREEMENT WITH RESPECT TO ANY ACTION TAKEN BY
THE COLLATERAL AGENT OR THE EXERCISE OR NON-EXERCISE BY THE COLLATERAL AGENT OF
ANY OPTION, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED FOR HEREIN OR
RESULTING OR ARISING OUT OF THIS AGREEMENT SHALL, AS BETWEEN THE COLLATERAL
AGENT AND THE