LAURUS "CONTROL" OF ANY INVESTMENT PROPERTY, DEPOSIT
ACCOUNTS, LETTER-OF-CREDIT RIGHTS OR ELECTRONIC CHATTEL PAPER OWNED BY IT, WITH
ANY AGREEMENTS ESTABLISHING CONTROL TO BE IN FORM AND SUBSTANCE SATISFACTORY TO
LAURUS, (II) SUBJECT TO THE TERMS OF THE
7
INTERCREDITOR AGREEMENT 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.
(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 AND SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, 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 AND/OR INVENTORY AS NO LONGER CONSTITUTING AN ELIGIBLE
ACCOUNT, ELIGIBLE EXTENDED TERM ACCOUNT OR ELIGIBLE INVENTORY, AS THE CASE MAY
BE; (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 AND ELIGIBLE
EXTENDED TERM 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