Any such notice shall be provided simultaneously with any
such notice to the Borrower.
(b) Senior Creditor will give Junior Creditor written notice of any Senior Debt
Event of Default.
12. Subordination Legend. Junior Creditor and Borrower shall cause each
instrument or agreement that at any time evidences or secures all or any portion
of the Subordinated Debt on or after the date hereof to be conspicuously marked
as follows:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF DECEMBER 19,
2006 AMONG VERTICALNET, INC., THE SENIOR NOTEHOLDERS PARTY THERETO (THE "SENIOR
CREDITORS") AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE
CROSSOVER SEGREGATED PORTFOLIO; AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE
CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO (THE "JUNIOR CREDITOR"), BY
ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AGREEMENT.
13. Bailee. Junior Creditor hereby appoints each Senior Creditor as its agent
and each Senior Creditor hereby agrees to act as agent for Junior Creditor
solely for the purpose of perfecting Junior Creditor's security interests in and
on any of the Collateral which may now or hereafter be in the possession or
control of any Senior Creditor; provided that (i) no Senior Creditor makes any
representation or warranty that any such possession or control of Collateral by
such Senior Creditor is sufficient to effect such perfection of Junior
Creditor's security interests in and on any of the Collateral, and (ii) no
Senior Creditor shall have any duty or liability to protect or preserve any
rights pertaining to any of the Collateral. Junior Creditor hereby waives and
releases any Senior Creditor from all claims and liabilities arising pursuant to
any Senior Creditor's role as bailee with respect to the Collateral so long as
such Senior Creditor shall use the same degree of care with respect thereto as
such Senior Creditor uses for similar property pledged to such Senior Creditor
as collateral for indebtedness of others to such Senior Creditor. Borrower
agrees that to the extent any Senior Creditor is in possession or control of any
Collateral, such Senior Creditor is hereby authorized to and may turn over to
Junior Creditor upon request therefor any such Collateral after all Senior Debt
has been fully paid and performed.
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14. Assignment. Junior Creditor shall not assign or transfer the Subordinated
Debt without (i) prior notice to Senior Creditors and (ii) such assignment or
transfer being made expressly subject to the terms of this Agreement.
15. Termination. This Agreement will continue in full force and effect as long
as any Senior Debt remains outstanding. To the extent any payment or payments of
any Senior Debt or any Subordinated Debt received by Senior Creditors are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or are required to be repaid to a trustee,