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 THREE (3)
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 MATERIAL DELAY 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 ANY ALLOWANCES, CREDITS AND/OR MONIES GRANTED BY IT TO
ANY ACCOUNT DEBTOR; (V) OF ALL MATERIAL ADVERSE INFORMATION RELATING TO THE
FINANCIAL CONDITION OF AN ACCOUNT DEBTOR; (VI) OF ANY MATERIAL RETURN OF GOODS;
AND (VII) 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 SALES, GUARANTEED SALES, SALE OR RETURN OR
OTHER SIMILAR UNDERSTANDINGS OR OBLIGATIONS OF ANY AFFILIATE OR SUBSIDIARY OF
SUCH COMPANY.
IT HAS NOT MADE, NOR WILL IT MAKE, ANY AGREEMENT WITH ANY ACCOUNT
DEBTOR FOR ANY EXTENSION OF TIME FOR THE PAYMENT OF ANY ACCOUNT, ANY COMPROMISE
OR SETTLEMENT FOR LESS THAN THE FULL AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT
DEBTOR FROM LIABILITY THEREFOR, OR ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR
ALLOWANCE FOR PROMPT OR EARLY PAYMENT ALLOWED BY IT IN THE ORDINARY COURSE
8
OF ITS BUSINESS CONSISTENT WITH HISTORICAL PRACTICE AND AS PREVIOUSLY DISCLOSED
TO LAURUS IN WRITING.
(M)
IT SHALL KEEP AND MAINTAIN ITS EQUIPMENT IN GOOD OPERATING
CONDITION, EXCEPT FOR ORDINARY WEAR AND TEAR, AND SHALL MAKE ALL NECESSARY
REPAIRS AND REPLACEMENTS THEREOF SO THAT THE VALUE AND OPERATING EFFICIENCY
SHALL AT ALL TIMES BE MAINTAINED AND PRESERVED.
IT SHALL NOT PERMIT ANY SUCH
ITEMS TO BECOME A FIXTURE TO REAL ESTATE OR ACCESSIONS TO OTHER PERSONAL
PROPERTY.
(N)
IT SHALL MAINTAIN AND KEEP ALL OF