IN THE SAME MANNER AND TO THE SAME EXTENT AS SUCH BORROWER MIGHT HAVE DONE.
AS
LONG AS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUBJECT TO
SECTION 11(B) HEREOF, (1) ALL AMOUNTS AND PROCEEDS (INCLUDING INSTRUMENTS)
RECEIVED BY SUCH BORROWER IN RESPECT OF ITS ACCOUNTS RECEIVABLE SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT HEREUNDER, SHALL BE
SEGREGATED FROM OTHER FUNDS OF SUCH BORROWER AND SHALL BE FORTHWITH PAID OVER TO
THE COLLATERAL AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
ENDORSEMENT) TO BE APPLIED AS PROVIDED BY SECTION 16(C) OR IF IT CANNOT BE SO
APPLIED UNDER APPLICABLE LAW, HELD AS CASH COLLATERAL, AS DETERMINED BY THE
COLLATERAL AGENT, AND (2) SUCH BORROWER SHALL NOT ADJUST, SETTLE OR COMPROMISE
THE AMOUNT OR PAYMENT OF ANY OF ITS ACCOUNT RECEIVABLE, OR RELEASE WHOLLY OR
PARTLY ANY ACCOUNT DEBTOR OR OBLIGOR THEREOF, OR ALLOW ANY CREDIT OR DISCOUNT
THEREON, OTHER THAN ANY DISCOUNT ALLOWED FOR PROMPT PAYMENT.
SECTION 10.
ASSIGNMENT OF CLAIMS ACT.
NEITHER BORROWER SHALL PERMIT ANY
NOTICE TO BE FILED UNDER THE ASSIGNMENT OF CLAIMS ACT WITH RESPECT TO ANY OF ITS
COLLATERAL, EXCEPT FOR SUCH NOTICE IN FAVOR OF A SENIOR LENDER AND THE
COLLATERAL AGENT.
SECTION 11.
NOTES EQUALLY AND RATABLY SECURED; SUBORDINATION.
(A)
THE NOTES SHALL BE EQUALLY AND RATABLY SECURED PURSUANT TO THE TERMS
OF THIS SECURITY AGREEMENT.
THE BORROWERS SHALL NOT MAKE ANY OFFER TO PURCHASE
OR OTHERWISE PAY ANY PURCHASER WITHOUT MAKING THE SAME OFFER TO EACH PURCHASER.
(B)
THE COLLATERAL AGENT ACKNOWLEDGES AND AGREES THAT ALL OF THE SECURED
OBLIGATIONS ARE SUBORDINATED TO THE RIGHTS OF ANY SENIOR LENDER IN CONNECTION
WITH THE SENIOR CREDIT FACILITY INCLUDING AS SET FORTH IN THE SVB SUBORDINATION
AGREEMENT.
SECTION 12.
[RESERVED].
12
SECTION 13.
COLLATERAL AGENT APPOINTED BORROWERS' ATTORNEY-IN-FACT.
EACH BORROWER HEREBY IRREVOCABLY APPOINTS THE COLLATERAL AGENT AS SUCH
BORROWER'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH
BORROWER AND IN THE NAME OF SUCH BORROWER, THE COLLATERAL AGENT OR OTHERWISE,
TO, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE
ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH THE COLLATERAL AGENT MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS SECURITY AGREEMENT,
SUBJECT TO SECTION 11(B) HEREOF, INCLUDING, WITHOUT LIMITATION:
(A)
TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE PAID TO THE COLLATERAL
AGENT PURSUANT TO SECTION 8;
(B)
TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE, RECEIVE AND
GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER OR IN
RESPECT OF ANY OF THE COLLATERAL;
(C)
TO RECEIVE, ENDORSE, ASSIGN, AND COLLECT ANY AND ALL CHECKS, NOTES,
DRAFTS AND OTHER NEGOTIABLE AND NON-NEGOTIABLE INSTRUMENTS, DOCUMENTS AND
CHATTEL PAPER, IN CONNECTION WITH CLAUSE (A) OR (B) ABOVE, AND EACH BORROWER
WAIVES NOTICE OF PRESENTMENT, PROTEST AND NON-PAYMENT OF ANY INSTRUMENT,
DOCUMENT OR CHATTEL PAPER SO ENDORSED OR ASSIGNED;
(D)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS