NOTIFY THE INVESTORS AND SHALL PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION
OR DILUTION, AND TAKE SUCH OTHER ACTIONS AS ARE APPROPRIATE UNDER THE
CIRCUMSTANCES TO PROTECT SUCH COLLATERAL.
4.10.
OTHER ACTIONS.
IN ORDER TO FURTHER INSURE THE
ATTACHMENT, PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE INVESTORS TO
ENFORCE, THE SECURITY INTEREST, THE COMPANY AGREES, IN EACH CASE AT THE
COMPANY'S OWN EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE
FOLLOWING COLLATERAL:
(A)
DEPOSIT ACCOUNTS.
FOR EACH DEPOSIT ACCOUNT
THAT THE COMPANY AT ANY TIME OPENS OR MAINTAINS AND THAT IS INCLUDED IN THE
COLLATERAL, THE COMPANY SHALL, AT AN INVESTOR'S REQUEST AND OPTION, PURSUANT TO
AN AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE INVESTORS,
EITHER: (I) CAUSE THE DEPOSITARY BANK TO AGREE TO COMPLY AT ANY TIME WITH
INSTRUCTIONS FROM THE INVESTORS TO SUCH DEPOSITARY BANK DIRECTING THE
DISPOSITION OF FUNDS FROM TIME TO TIME CREDITED TO SUCH DEPOSIT ACCOUNT, WITHOUT
FURTHER CONSENT OF THE COMPANY; OR (II) ARRANGE FOR THE INVESTORS TO BECOME THE
CUSTOMER OF THE DEPOSITARY BANK WITH RESPECT TO THE DEPOSIT ACCOUNT, WITH THE
COMPANY BEING PERMITTED, ONLY WITH THE CONSENT OF THE INVESTORS, TO EXERCISE
RIGHTS TO WITHDRAW FUNDS FROM SUCH DEPOSIT ACCOUNT.
EACH OF THE INVESTORS
AGREES WITH THE COMPANY THAT IT SHALL NOT GIVE ANY SUCH INSTRUCTIONS OR WITHHOLD
ANY WITHDRAWAL RIGHTS FROM
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THE COMPANY, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, OR,
AFTER GIVING EFFECT TO ANY WITHDRAWAL WOULD OCCUR.
THE PROVISIONS OF THIS
SECTION 4.10(A) SHALL NOT APPLY TO ANY DEPOSIT ACCOUNT: (I) FOR WHICH THE
COMPANY, THE DEPOSITARY BANK AND AN INVESTOR HAVE ENTERED INTO A CASH COLLATERAL
AGREEMENT SPECIFICALLY NEGOTIATED AMONG THE COMPANY, THE DEPOSITARY BANK AND AN
INVESTOR FOR THE SPECIFIC PURPOSE SET FORTH THEREIN; OR (II) AS PROVIDED IN
SECTION 5.6(P) OF THE PURCHASE AGREEMENT.
(B)
INVESTMENT PROPERTY.
IF THE COMPANY SHALL
AT ANY TIME HOLD OR ACQUIRE ANY CERTIFICATED SECURITIES (INCLUDING WITHOUT
LIMITATION ANY SECURITIES RECEIVED AS CONSIDERATION FOR SALES OF ASSETS
PERMITTED BY SECTION 5.6(H) OF THE PURCHASE AGREEMENT), THE COMPANY SHALL
FORTHWITH ENDORSE, ASSIGN AND DELIVER THE SAME TO THE LENDERS, ACCOMPANIED BY
SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK AS THE
INVESTORS MAY FROM TIME TO TIME SPECIFY.
IF ANY SECURITIES NOW OR HEREAFTER
ACQUIRED BY THE COMPANY ARE UNCERTIFICATED AND ARE ISSUED TO THE COMPANY OR ITS
NOMINEE DIRECTLY BY THE ISSUER THEREOF, THE COMPANY SHALL IMMEDIATELY NOTIFY THE
INVESTORS THEREOF AND, AT THE INVESTORS' REQUEST AND OPTION, PURSUANT TO AN
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE INVESTORS, EITHER: (I) CAUSE
THE ISSUER TO AGREE TO COMPLY WITH INSTRUCTIONS FROM THE INVESTORS AS TO SUCH
SECURITIES, WITHOUT FURTHER CONSENT OF THE COMPANY OR SUCH NOMINEE; OR (II)
ARRANGE FOR THE INVESTORS TO BECOME THE REGISTERED OWNER OF THE SECURITIES.
IF
ANY SECURITIES, WHETHER CERTIFICATED OR UNCERTIFICATED, OR OTHER INVESTMENT
PROPERTY NOW OR HEREAFTER ACQUIRED BY THE COMPANY ARE HELD BY THE COMPANY OR ITS
NOMINEES THROUGH A