ACKNOWLEDGMENT OF LIENS; INTELLECTUAL PROPERTY. 1.1 Lender hereby acknowledges that, pursuant to the Senior Note Agreements, the Senior Note Trustee has been granted (for its benefit and for the ratable benefit of the holders of the Senior Notes) security interests in and liens upon all of the Senior Note Collateral, including, without limitation, the Intellectual Property (as defined in Exhibit B annexed hereto) and further acknowledges and agrees that Lender has not been granted and will not acquire any security interests in or liens upon any of the Senior Note Collateral, other than the Intellectual Property for the limited purposes set forth in Exhibit A annexed hereto. The Senior Note Trustee hereby acknowledges that Lender has been granted security interests in and liens upon all of the Lender Collateral, including, without limitation, the Intellectual Property for the limited purpose set forth in Exhibit A annexed hereto pursuant to the Financing Agreements, and further acknowledges and agrees that Lender shall have the right, and the Senior Note Trustee hereby recognizes and agrees not to oppose or disturb Lender's rights to use, without charge, the Intellectual Property for so long as Lender in good fait▇ ▇▇▇▇▇ ▇▇▇essary in order for Lender to exercise its rights or remedies under the Financing Agreements with respect to the other Lender Collateral; 1.2 Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a security interest in favor of the Senior Note Trustee or Lender in the Lender Collateral and/or the Senior Note Collateral, as the case may be, and notwithstanding any conflicting terms or conditions contained in any of the Senior Note Agreements or Financing Agreements: (a) Lender shall have security interests in and liens upon the Lender Collateral and the Senior Note Trustee shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) of this Agreement; (b) the Senior Note Trustee shall have security interests and liens upon the Senior Note Collateral and Lender shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) and elsewhere in this Agreement; (c) until all of the obligations, liabilities and indebtedness of Borrower to the Senior Note Trustee arising under or in connection with the Senior Note Agreements (the "Senior Note Debt") are paid in full, and except for Lender's rights under this Agreement with respect to the Intellectual Property, the security interests and liens granted to the Senior Note Trustee under the Senior Note Agreements in and upon the Intellectual Property have and shall have priority over the security interests and liens granted to Lender under the Financing Agreements in and upon the Intellectual Property, and such security interests and liens of Lender in and upon the Intellectual Property are and shall be, in all respects (except for Lender's rights under this Agreement), subject and subordinate to the security interests and liens of the Senior Note Trustee in and upon the Intellectual Property; and (d) the security interests and liens and priorities thereof provided in this Section 1.2 shall not be altered or otherwise affected by (i) any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of all or any part of the obligations, liabilities and indebtedness of Borrower to Lender arising under or in connection with the Financing Agreement (the "Lender Debt") or the Senior Note Debt or (ii) any action or inaction which any of the Senior Note Trustee or Lender may take or fail to take in respect of the Senior Note Collateral or Lender Collateral. 1.3 The Senior Note Trustee agrees that it will not contest the validity, perfection, priority or enforceability of any of the security interests or liens of Lender upon the Lender Collateral and Lender agrees that it will not contest the validity, perfection, priority or enforceability of any of the security interests or liens of the Senior Note Trustee upon the Senior Note Collateral. As between Lender and the Senior Note Trustee, the terms of this Agreement shall govern even if part or all of the Senior Note Debt or Lender Debt or any of the security interests or liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise. 1.4 Until such time as the Senior Note Debt is paid and satisfied in full, Senior Note Trustee shall, subject to Lenders rights under the other provisions of this Agreement, have the right to manage, perform and enforce the terms of the Senior Note Agreements with respect to the Intellectual Property, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the right to hold, prepare for sale, sell, license, lease, dispose of, or liquidate such intellectual Property. Lender shall not enforce its security interests in the Intellectual Property in any manner that would interfere with the security interests of the Senior Note Trustee therein, including, without limitation, by way of an outright foreclosure sale of the Intellectual Property itself; provided, however, that Lender shall nevertheless be entitled to enforce its security interests with respect to the Intellectual Property to the extent required in order to enable Lender to exercise its rights or remedies under the Financing Agreements with respect to the other Lender Collateral, including, without limitation, the fulfillment of orders, the manufacturing and processing of Inventory and the products thereof, and the marketing, preparation for sale, distribution, sale or other disposition of inventory and the products thereof, including the receipt and retention by Lender of the proceeds of Inventory and the products thereof.
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ACKNOWLEDGMENT OF LIENS; INTELLECTUAL PROPERTY. 1.1 Lender Agent hereby acknowledges that, pursuant to the Senior Note Agreements, the Senior Note Trustee has been granted (for its benefit and for the ratable benefit of the holders of the Senior Notes) security interests in and liens upon all of the Senior Note Collateral, including, without limitation, the Intellectual Property (as defined in Exhibit B annexed hereto) and further acknowledges and agrees that Lender Agent has not been granted and will not acquire any security interests in or liens upon any of the Senior Note Collateral, other than the Intellectual Property for the limited purposes set forth in Exhibit A annexed hereto. The Senior Note Trustee hereby acknowledges that Lender Agent has been granted security interests in and liens upon all of the Lender Collateral, including, without limitation, the Intellectual Property for the limited purpose set forth in Exhibit A annexed hereto pursuant to the Financing AgreementsLoan Documents, and further acknowledges and agrees that Lender Agent shall have the right, and the Senior Note Trustee hereby recognizes and agrees not to oppose or disturb LenderAgent's rights rights, to use, without charge, the Intellectual Property for so long as Lender Agent in good fait▇ ▇▇▇▇▇ ▇▇▇essary in order for Lender Agent to exercise its rights or remedies under the Financing Agreements Loan Documents with respect to the other Lender Collateral;
1.2 Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a security interest in favor of the Senior Note Trustee or Lender Agent in the Lender Collateral and/or the Senior Note Collateral, as the case may be, and notwithstanding any conflicting terms or conditions contained in any of the Senior Note Agreements or Financing AgreementsLoan Documents:
(a) Lender Agent shall have senior security interests in and liens upon the Lender Collateral and the Senior Note Trustee shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) of this Agreement;
(b) the Senior Note Trustee shall have senior security interests and liens upon the Senior Note Collateral and Lender Agent shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) and elsewhere in this Agreement;
(c) until all of the obligations, liabilities and indebtedness of Borrower to the Senior Note Trustee arising under or in connection with the Senior Note Agreements (the "Senior Note Debt") are paid in full, and except for LenderAgent's rights under this Agreement with respect to the Intellectual Property, the security interests and liens granted to the Senior Note Trustee under the Senior Note Agreements in and upon the Intellectual Property have and shall have priority over the security interests and liens granted to Lender Agent under the Financing Agreements Loan Documents in and upon the Intellectual Property, and such security interests and liens of Lender Agent in and upon the Intellectual Property are and shall be, in all respects (except for LenderAgent's rights under this Agreement), subject and subordinate to the security interests and liens of the Senior Note Trustee in and upon the Intellectual Property; and
(d) the security interests and liens and priorities thereof provided in this Section 1.2 shall not be altered or otherwise affected by (i) any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of all or any part of the obligations, liabilities and indebtedness of Borrower to Lender Agent and Lenders arising under or in connection with the Financing Agreement Loan Documents (the "Lender Debt") or the Senior Note Debt or (ii) any action or inaction which any of the Senior Note Trustee or Lender Agent may take or fail to take in respect of the Senior Note Collateral or Lender Collateral.
1.3 The Senior Note Trustee agrees that it will not contest the validity, perfection, priority or enforceability of any of the security interests or liens of Lender Agent upon the Lender Collateral and Lender Agent agrees that it will not contest the validity, perfection, priority or enforceability of any of the security interests or liens of the Senior Note Trustee upon the Senior Note Collateral. As between Lender Agent and the Senior Note Trustee, the terms of this Agreement shall govern even if part or all of the Senior Note Debt or Lender Debt or any of the security interests or liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.
1.4 Until such time as the Senior Note Debt is paid and satisfied in full, Senior Note Trustee shall, subject to Lenders Agent's rights under the other provisions of this Agreement, have the right to manage, perform and enforce the terms of the Senior Note Agreements with respect to the Intellectual Property, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the right to hold, prepare for sale, sell, license, lease, dispose of, or liquidate such intellectual Intellectual Property. Lender Agent shall not enforce its security interests in the Intellectual Property in any manner that would interfere with the security interests of the Senior Note Trustee therein, including, without limitation, by way of an outright foreclosure sale of the Intellectual Property itself; provided, however, that Lender Agent shall nevertheless be entitled to enforce its security interests with respect to the Intellectual Property to the extent required in order to enable Lender Agent to exercise its rights or remedies under the Financing Agreements Loan Documents with respect to the other Lender Collateral, including, without limitation, the fulfillment of orders, the manufacturing and processing of Inventory and the products thereof, and the marketing, preparation for sale, distribution, sale or other disposition of inventory and the products thereof, including the receipt and retention by Lender Agent of the proceeds of Inventory and the products thereof.
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