MIGHT TERMINATE OR IMPAIR THE SUBORDINATION
OF THE SUBORDINATED DEBT OR THE SUBORDINATION OF THE SECURITY INTEREST OR LIEN
THAT CREDITOR MAY HAVE IN ANY PROPERTY OF A BORROWER.
BY WAY OF EXAMPLE, SUCH
INSTRUMENTS SHALL NOT BE AMENDED TO (I) INCREASE THE RATE OF INTEREST WITH
RESPECT TO THE SUBORDINATED DEBT, OR (II) ACCELERATE THE PAYMENT OF THE
PRINCIPAL OR INTEREST OR ANY OTHER PORTION OF THE SUBORDINATED DEBT.
8.
THIS AGREEMENT SHALL REMAIN EFFECTIVE FOR SO LONG AS THE
BORROWERS OWE ANY AMOUNTS TO BANK UNDER THE LOAN AGREEMENT, THE GUARANTY, THE
THIRD PARTY SECURITY AGREEMENT OR OTHERWISE.
IF, AT ANY TIME AFTER PAYMENT IN
FULL OF THE SENIOR DEBT ANY PAYMENTS OF THE SENIOR DEBT MUST BE DISGORGED BY
BANK FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, THE BANKRUPTCY OF A
BORROWER), THIS AGREEMENT AND THE RELATIVE RIGHTS AND PRIORITIES SET FORTH
HEREIN SHALL BE REINSTATED AS TO ALL SUCH DISGORGED PAYMENTS AS THOUGH SUCH
PAYMENTS HAD NOT BEEN MADE AND CREDITOR SHALL IMMEDIATELY PAY OVER TO BANK ALL
PAYMENTS RECEIVED WITH RESPECT TO THE SUBORDINATED DEBT TO THE EXTENT THAT SUCH
PAYMENTS WOULD HAVE BEEN PROHIBITED HEREUNDER.
AT ANY TIME AND FROM TIME TO
TIME, WITHOUT NOTICE TO CREDITOR, BANK MAY TAKE SUCH ACTIONS WITH RESPECT TO THE
SENIOR DEBT AS BANK, IN ITS SOLE DISCRETION, MAY DEEM APPROPRIATE, INCLUDING,
WITHOUT LIMITATION, TERMINATING ADVANCES TO BORROWERS, INCREASING THE PRINCIPAL
AMOUNT, EXTENDING THE TIME OF PAYMENT, INCREASING APPLICABLE INTEREST RATES,
RENEWING, COMPROMISING OR OTHERWISE AMENDING THE TERMS OF ANY DOCUMENTS
AFFECTING THE SENIOR DEBT AND ANY COLLATERAL SECURING THE SENIOR DEBT, AND
ENFORCING OR FAILING TO ENFORCE ANY RIGHTS AGAINST A BORROWER OR ANY OTHER
PERSON.
NO SUCH ACTION OR INACTION SHALL IMPAIR OR OTHERWISE AFFECT BANK'S
RIGHTS HEREUNDER.
CREDITOR WAIVES THE BENEFITS, IF ANY, OF CIVIL CODE SECTIONS
2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 AND 3433.
9.
THIS AGREEMENT SHALL BIND ANY SUCCESSORS OR ASSIGNEES OF CREDITOR
AND SHALL BENEFIT ANY SUCCESSORS OR ASSIGNS OF BANK.
THIS AGREEMENT IS SOLELY
FOR THE BENEFIT OF CREDITOR AND BANK AND NOT FOR THE BENEFIT OF THE BORROWERS OR
ANY OTHER PARTY.
CREDITOR FURTHER AGREES THAT IF A BORROWER IS IN THE PROCESS
OF REFINANCING A PORTION OF THE SENIOR DEBT WITH A NEW LENDER, AND IF BANK MAKES
A REQUEST OF CREDITOR, CREDITOR SHALL AGREE TO ENTER INTO A NEW SUBORDINATION
AGREEMENT WITH THE NEW LENDER ON SUBSTANTIALLY THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
10.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE INSTRUMENT.
11.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of California, without regard to principles of
conflicts of law.
Each of Creditor and Bank hereby submits to the exclusive
jurisdiction of the state and Federal courts located in the County of Santa
Clara, State of