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effect on the date hereof shall be junior and subordinate to <br />allowed administrative and unpaid expense claims arisinc~ pursuant <br />to 11 U.S.C. Sections 330 and 331 of the Bankruptcy Code: for <br />professional persons retained pursuant to 11 U.S.C. Sections 327 <br />and 1103 of the Bankruptcy Code and the fees of the United States <br />Trustee in an amount not to exceed $300,000 in the aggregate at any <br />time during the time period of the interim Financing Order or any <br />extension thereof, but in no event to exceed $700,000 in the <br />aggregate at any time after the entry of a pezmanent Financing <br />Order and during the term hereof; but without prejudice to the <br />rights of Lender to be heard with respect to the allowance or <br />amount of such claims. <br />(w) Guarantors will, at their expense, duly execute <br />and deliver, or cause to be duly executed and delivered, such <br />further agreements, instruments and documents, including, without <br />limitation, additional security agreements, mortgages, deeds of <br />trust, deeds to secure debt, collateral assignments, Uniform <br />Commercial Code financing statements or amendments or <br />continuations thereof, landlord's or mortgagee's waivers of liens <br />and consents to the exercise by Lender of all Lender's :rights and <br />remedies hereunder, under any of the other Financing Aq:reements <br />or applicable law with respect to the Collateral, and do or cause <br />to be done such further acts as may be necessary or prosper in <br />Lender's opinion to evidence, perfect, maintain and enforce <br />Lender's security interest and the priority thereof in the <br />Collateral and to otherwise effectuate the provisions or purposes <br />of this Agreement or any of the other Financing Agreements. <br />Where permitted by law, each of Guarantors hereby authori2es <br />Lender to execute and file one or more Uniform Commercial Code <br />financing statements signed only by Lender. <br />(x) Guarantors will promptly pay Lender any and all <br />sums, costs and expenses which Lender may pay or incur in <br />connection with the preparation and negotiation of this Agreement, <br />the Guaranty, any of the other Financing Agreements, and any <br />related agreements or instruments, or in defending, protecting or <br />enforcing the security interest granted herein or in enforcing <br />payment of the Obligations or otherwise in connection with the <br />provisions hereof, including without limitation, all search, filing <br />and recording fees, taxes, and attorneys' Pees and all fees and <br />expenses for the service and filing of papers, marshals, sheriffs, <br />custodians, auctioneers and others, and all court costs and <br />collection charges, all of which shall be part of the Obligations <br />secured hereby and shall be payable on demand. <br />4. EVENTS OF DEFAULT <br />All Obligations shall be, at Lender's option, immediately <br />due and payable without notice or demand (notwithstanding any <br />deferred or installment payments allowed, if any, by any <br />instrument evidencing or relating to the Obligations) and any <br />provision of the Financing Agreements as to future loans and <br />- 14 - <br />