SHALL
HAVE OCCURRED AND BE CONTINUING, EACH CREDIT PARTY OR SUBSIDIARY MAY RETAIN FOR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS ANY INSTRUMENTS, NEGOTIABLE
DOCUMENTS AND CHATTEL PAPER RECEIVED BY SUCH PERSON IN THE ORDINARY COURSE OF
BUSINESS; PROVIDED, FURTHER, THAT IF ANY SUCH CREDIT PARTY OR SUBSIDIARY RETAINS
POSSESSION OF ANY INSTRUMENTS (EXCLUDING CHECKS, DRAFTS AND SIMILAR INSTRUMENTS
THAT ARE CUSTOMARILY ENDORSED OR PRESENTED FOR COLLECTION OR DEPOSIT IN THE
ORDINARY COURSE OF BUSINESS), NEGOTIABLE DOCUMENTS OR CHATTEL PAPER PURSUANT TO
THE TERMS HEREOF, EACH SUCH INSTRUMENT, NEGOTIABLE DOCUMENTS AND CHATTEL PAPER
SHALL BE MARKED WITH THE FOLLOWING LEGEND: "THIS WRITING AND THE OBLIGATIONS
EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE SECURITY INTEREST OF
CAPITALSOURCE FINANCE LLC, AS AGENT, AS SECURED
PARTY, FOR THE BENEFIT OF CERTAIN LENDER PARTIES" IN EACH CASE IN ACCORDANCE
WITH THE TERMS OF ANY APPLICABLE SECURITY AGREEMENT;
(V)
DELIVER TO AGENT AN UPDATED SCHEDULE I (FILING
JURISDICTIONS), SCHEDULE II (CAPITAL STOCK, INSTRUMENTS, DOCUMENTS, LETTER OF
CREDIT RIGHTS AND CHATTEL PAPER), AND/OR SCHEDULE III (LEGAL NAMES, PRIOR NAMES,
TYPE OF ENTITY, ORGANIZATIONAL IDENTIFICATION NUMBER, STATE OF ORGANIZATION,
CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, OFFICES, WAREHOUSES,
CONSIGNEES, PROCESSORS, BOOKS AND RECORDS) OF THE SECURITY AGREEMENT TO WHICH IT
IS A PARTY WITHIN FIVE (5) BUSINESS DAYS OF ANY CHANGE THERETO;
(VI)
PRIOR TO ANY CREDIT PARTY OPENING ANY NEW DEPOSIT OR
SECURITIES ACCOUNTS (EXCEPT ACCOUNTS USED EXCLUSIVELY FOR PAYROLL AND EMPLOYEE
BENEFITS), SUCH CREDIT PARTY SHALL GIVE AGENT NOT LESS THAN TEN (10) BUSINESS
DAYS' PRIOR WRITTEN NOTICE OF ITS INTENTION TO DO SO AND SHALL DELIVER TO AGENT
A REVISED VERSION OF SCHEDULE V (DEPOSIT ACCOUNTS) OF THE SECURITY AGREEMENT TO
WHICH IT IS A PARTY SHOWING ANY CHANGES THERETO WITHIN FIVE (5) BUSINESS DAYS OF
ANY SUCH CHANGE (AND SHALL OTHERWISE OBTAIN AND DELIVER TO AGENT AN ACCOUNT
CONTROL AGREEMENT IN RESPECT THEREOF IN ACCORDANCE WITH THE TERMS OF SUCH
SECURITY AGREEMENT);
(VII)
ADVISE AGENT PROMPTLY, IN REASONABLE DETAIL, (A) OF ANY
LIEN (OTHER THAN A PERMITTED LIEN) OR MATERIAL CLAIM MADE OR ASSERTED AGAINST
ANY OF THE COLLATERAL, AND (B) OF THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE
COLLATERAL OR ON THE LIENS CREATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT;
(VIII)
PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS
AFTER BECOMING A BENEFICIARY, NOTIFY AGENT OF THE ISSUANCE OF ANY LETTER OF
CREDIT OF WHICH SUCH CREDIT PARTY OR SUBSIDIARY IS A BENEFICIARY;
(IX)
PROMPTLY NOTIFY AGENT OF ANY COLLATERAL WHICH
CONSTITUTES A CLAIM AGAINST THE UNITED STATES GOVERNMENT OR ANY INSTRUMENTALITY
OR AGENT THEREOF, IN AN AMOUNT EQUAL TO OR GREATER THAN $50,000 INDIVIDUALLY OR
$100,000 IN THE AGGREGATE, THE ASSIGNMENT OF WHICH CLAIM IS RESTRICTED BY
FEDERAL LAW AND, UPON THE REQUEST OF AGENT, SUCH CREDIT PARTY OR SUBSIDIARY
SHALL TAKE SUCH STEPS AS MAY BE NECESSARY TO COMPLY WITH ANY APPLICABLE FEDERAL
ASSIGNMENT OF CLAIMS LAWS OR OTHER COMPARABLE