TO BE IN FORM AND SUBSTANCE SATISFACTORY TO LAURUS, (II) THE PROMPT (BUT IN NO
EVENT LATER THAN FIVE (5) BUSINESS DAYS FOLLOWING LAURUS' REQUEST THEREFOR)
DELIVERY TO LAURUS OF ALL ORIGINAL INSTRUMENTS, CHATTEL PAPER, NEGOTIABLE
DOCUMENTS AND CERTIFICATED STOCK OWNED BY IT (IN EACH CASE, ACCOMPANIED BY STOCK
POWERS, ALLONGES OR OTHER INSTRUMENTS OF TRANSFER EXECUTED IN BLANK),
(III) NOTIFICATION OF LAURUS' INTEREST IN COLLATERAL AT LAURUS' REQUEST, AND
(IV) THE INSTITUTION OF LITIGATION AGAINST THIRD PARTIES AS SHALL BE PRUDENT IN
ORDER TO PROTECT AND PRESERVE ITS AND/OR LAURUS' RESPECTIVE AND SEVERAL
INTERESTS IN THE COLLATERAL.
8
(G)
IT SHALL PROMPTLY, AND IN ANY EVENT WITHIN
FIVE (5) BUSINESS DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY LAURUS OF ANY
COMMERCIAL TORT CLAIM (AS DEFINED IN THE UCC) ACQUIRED BY IT AND UNLESS
OTHERWISE CONSENTED BY LAURUS, IT SHALL ENTER INTO A SUPPLEMENT TO THIS
AGREEMENT GRANTING TO LAURUS A LIEN IN SUCH COMMERCIAL TORT CLAIM.
(H)
IT SHALL PLACE NOTATIONS UPON ITS BOOKS AND
RECORDS AND ANY OF ITS FINANCIAL STATEMENTS TO DISCLOSE LAURUS' LIEN IN THE
COLLATERAL.
(I)
IF IT RETAINS POSSESSION OF ANY CHATTEL
PAPER OR INSTRUMENT WITH LAURUS' CONSENT, UPON LAURUS' REQUEST SUCH CHATTEL
PAPER AND INSTRUMENTS SHALL BE MARKED WITH THE FOLLOWING LEGEND:
"THIS WRITING
AND OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE SECURITY INTEREST
OF LAURUS MASTER FUND, LTD."
NOTWITHSTANDING THE FOREGOING, UPON THE REASONABLE
REQUEST OF LAURUS, SUCH CHATTEL PAPER AND INSTRUMENTS SHALL BE DELIVERED TO
LAURUS.
(J)
IT SHALL PERFORM IN A REASONABLE TIME
ALL OTHER STEPS REQUESTED BY LAURUS TO CREATE AND MAINTAIN IN LAURUS' FAVOR A
VALID PERFECTED FIRST LIEN IN ALL COLLATERAL SUBJECT ONLY TO PERMITTED LIENS.
(K)
IT SHALL NOTIFY LAURUS PROMPTLY AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER OBTAINING KNOWLEDGE THEREOF (I) OF ANY
EVENT OR CIRCUMSTANCE THAT, TO ITS KNOWLEDGE, WOULD CAUSE LAURUS TO CONSIDER ANY
THEN EXISTING ACCOUNT AS NO LONGER CONSTITUTING AN ELIGIBLE ACCOUNT; (II) OF ANY
DELAY (BEYOND THE TIME PERIOD FOR SUCH PERFORMANCE SET FORTH IN THE APPLICABLE
SHIPPING DOCUMENTS OR, IF NO SUCH TIME PERIOD IS SO DESIGNATED, THE TIME PERIOD
OTHERWISE AGREED TO BY SUCH COMPANY AND THE APPLICABLE ACCOUNT DEBTOR IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH SUCH COMPANY'S PAST PRACTICES) IN
ITS PERFORMANCE OF ANY OF ITS OBLIGATIONS TO ANY ACCOUNT DEBTOR; (III) OF ANY
ASSERTION BY ANY ACCOUNT DEBTOR OF ANY MATERIAL CLAIMS, OFFSETS OR
COUNTERCLAIMS; (IV) OF ALL MATERIAL ADVERSE INFORMATION IT BECOMES AWARE OF
RELATING TO THE FINANCIAL CONDITION OF AN ACCOUNT DEBTOR; (V) OF ANY MATERIAL
RETURN OF GOODS; AND (VI) OF ANY LOSS, DAMAGE OR DESTRUCTION OF ANY OF THE
COLLATERAL.
(L)
ALL ELIGIBLE ACCOUNTS (I) REPRESENT
COMPLETE BONA FIDE TRANSACTIONS WHICH REQUIRE NO FURTHER ACT UNDER ANY
CIRCUMSTANCES ON ITS PART TO MAKE SUCH ACCOUNTS PAYABLE BY THE ACCOUNT DEBTORS,
(II) ARE NOT SUBJECT TO ANY PRESENT, FUTURE CONTINGENT OFFSETS OR COUNTERCLAIMS,
AND (III) DO NOT REPRESENT BILL AND HOLD SALES, CONSIGNMENT