WITH SECTION 6.06
OF THE CREDIT AGREEMENT.
FOR THE PURPOSES HEREOF, "AFFILIATE TRANSACTIONS" SHALL MEAN THE PROVISION OF
SERVICES BY OR THROUGH THE UNDERSIGNED AND/OR ITS AFFILIATES (AND THEIR
RESPECTIVE EMPLOYEES AND AGENTS) TO BORROWERS, OR RELATING TO THE UNDERSIGNED'S
EQUITY INTEREST IN CLARIENT, IN CONNECTION WITH THE BUSINESS AND MANAGEMENT OF
BORROWERS, INCLUDING TEMPORARY ASSIGNMENT OR SECONDING OF PROFESSIONAL STAFF AND
MANAGEMENT.
3.
(A)
ANY PAYMENTS ON THE SUBORDINATED DEBT (INCLUDING, WITHOUT LIMITATION,
PREPAYMENTS) RECEIVED BY THE UNDERSIGNED, OTHER THAN AS EXPRESSLY PERMITTED
PURSUANT TO PARAGRAPH 2 ABOVE, SHALL BE HELD IN TRUST FOR LENDER AND THE
UNDERSIGNED WILL FORTHWITH TURN OVER ANY SUCH PAYMENTS IN THE FORM RECEIVED,
PROPERLY ENDORSED, TO LENDER TO BE APPLIED TO THE SENIOR DEBT AS DETERMINED BY
LENDER IN ACCORDANCE WITH THE CREDIT AGREEMENT.
2
(B)
EXCEPT AS EXPRESSLY SET FORTH IN THIS
SUBORDINATION AGREEMENT, NOTHING SHALL LIMIT OR AFFECT THE ISSUANCE THE
WARRANTS, THE ISSUANCE OF CLARIENT'S COMMON STOCK IN CONNECTION WITH ANY
EXERCISE OF THE WARRANTS, OR ANY ADJUSTMENT CONTEMPLATED BY THE ANTI-DILUTION
PROVISIONS WITH RESPECT TO THE WARRANTS, OR THE RIGHTS OF THE UNDERSIGNED OR ITS
SUCCESSORS AND ASSIGNS UNDER THE REGISTRATION RIGHTS AGREEMENT (AS IN EFFECT ON
THE DATE HEREOF) OR THE BONA FIDE SALE OR TRANSFER OF THE WARRANTS OR CLARIENT'S
COMMON STOCK ISSUABLE UPON THE EXERCISE THEREOF BY THE UNDERSIGNED OR ITS
SUCCESSORS OR ASSIGNS.
4.
BORROWERS SHALL NOT GRANT TO THE
UNDERSIGNED AND THE UNDERSIGNED SHALL NOT TAKE OR OBTAIN ANY LIEN ON OR SECURITY
INTEREST IN ANY OF BORROWERS' PROPERTY, NOW OWNED OR HEREAFTER ACQUIRED OR
CREATED, WITHOUT LENDER'S PRIOR WRITTEN CONSENT; PROVIDED HOWEVER, SUBJECT TO
THE TERMS HEREOF AND UPON LENDER'S PRIOR WRITTEN CONSENT TO THE DOCUMENTATION
AND TERMS AND CONDITIONS THEREOF (WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER IN ITS SOLE DISCRETION), CLARIENT MAY GRANT TO SAFEGUARD
A LIEN ON CERTAIN ASSETS OF CLARIENT AS SPECIFICALLY LISTED ON EXHIBIT B HERETO
("SAFEGUARD COLLATERAL").
THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE
SAFEGUARD COLLATERAL DOES NOT EXTEND TO THE COLLATERAL AND TO THE EXTENT THAT
ANY PORTION OF SUCH SAFEGUARD COLLATERAL INCLUDES OR MIGHT BE INTERPRETED OR
DEEMED TO COMPRISE A PORTION OF THE COLLATERAL, THE UNDERSIGNED HEREBY EXPRESSLY
RELEASES ANY SUCH SAFEGUARD COLLATERAL FROM THE LIEN OF THE UNDERSIGNED.
THE
UNDERSIGNED COVENANTS AND AGREES THAT IT SHALL NOT TAKE OR ACCEPT ANY ADDITIONAL
LIENS OR SECURITY INTEREST IN ANY PROPERTY OF BORROWERS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, AS SECURITY FOR THE SUBORDINATED DEBT, OTHER THAN THE LIENS
ON THE SAFEGUARD COLLATERAL.
UNTIL SUCH TIME AS THE SENIOR DEBT SHALL HAVE
BEEN INDEFEASIBLY PAID IN FULL AND ANY COMMITMENT TO MAKE ADVANCES UNDER THE
CREDIT AGREEMENT HAS TERMINATED AND IN ADDITION TO THE RESTRICTIONS CONTAINED IN
PARAGRAPH 5 HEREOF, THE UNDERSIGNED SHALL NOT TAKE ANY ACTION TO FORECLOSE,
ENFORCE OR REALIZE UPON THE SAFEGUARD COLLATERAL OR EXERCISE ANY RIGHT OR REMEDY
TO ENFORCE OR COLLECT THE SAFEGUARD COLLATERAL.
5.
(A) THE UNDERSIGNED AGREES THAT IT WILL
NOT MAKE ANY ASSERTION