INSTITUTION SHALL NOT APPLY ANY DEPOSIT
FUNDS RECEIVED IN THE DEPOSIT ACCOUNTS AND NOT TO MAKE DISBURSEMENTS FROM OR
DEBITS TO THE DEPOSIT ACCOUNTS OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT.
IN
THE EVENT THERE ARE MULTIPLE LENDERS, COWEN HEALTHCARE ROYALTY PARTNERS, L.P.
SHALL BE DESIGNATED AS THE AGENT OF ALL SUCH LENDERS (THE "LENDER AGENT"), AND
THE FINANCIAL INSTITUTION SHALL DISTRIBUTE DEPOSIT FUNDS IN THE LENDER
CONCENTRATION ACCOUNT IN ACCORDANCE WITH THE WRITTEN INSTRUCTIONS OF THE LENDER
AGENT (THE INTENT BEING THAT SUCH DISTRIBUTIONS SHALL BE MADE ON A PRO RATA
BASIS TO THE LENDERS ACCORDING TO THEIR PROPORTIONATE INTERESTS IN THE LOAN AS
REQUIRED BY SECTION 13.01(D) OF THE LOAN AGREEMENT).
PRIOR TO MAKING ANY
DISTRIBUTIONS TO A NEW LENDER, THE FINANCIAL INSTITUTION WILL REQUIRE SUCH
LENDER TO DELIVER TO THE LOCKBOX ESCROW AGENT AND FINANCIAL INSTITUTION A W-8 OR
W-9 INTERNAL REVENUE SERVICE FORM OR ANY OTHER SIMILAR FORM ISSUED BY THE
RELEVANT TAXING AUTHORITY DULY EXECUTED BY IT
69
(B)
THE FINANCIAL INSTITUTION ACKNOWLEDGES THAT THE COMPANY CONCENTRATION ACCOUNT
AND THE COMPANY'S INTEREST IN THE LOCKBOX ACCOUNT, AND ANY DEPOSIT FUNDS THEREIN
OR CREDITED THERETO, ARE SUBJECT TO THE SECURITY INTEREST OF LENDER THEREIN
69
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
EACH OF THE LOCKBOX ESCROW AGENT AND THE FINANCIAL INSTITUTION ACKNOWLEDGES THAT
THE COMPANY HAS GRANTED LENDER A SECURITY INTEREST OVER THE COMPANY
CONCENTRATION ACCOUNT AND COMPANY'S INTEREST IN THE LOCKBOX ACCOUNT
(C)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT ITEMS DEPOSITED IN ANY DEPOSIT
ACCOUNT SHALL BE DEEMED TO BEAR THE VALID AND LEGALLY BINDING ENDORSEMENT OF THE
PAYEE AND TO COMPLY WITH ALL OF THE FINANCIAL INSTITUTION'S REQUIREMENTS FOR THE
SUPPLYING OF MISSING ENDORSEMENTS, NOW OR HEREAFTER IN EFFECT.
ANY DEPOSIT MADE
INTO ANY DEPOSIT ACCOUNT SHALL BE DEEMED DEPOSITED THEREIN WHEN THE FUNDS IN
RESPECT OF SUCH DEPOSIT SHALL BECOME CLEARED FUNDS
69
(D)
THE FINANCIAL INSTITUTION SHALL REDEPOSIT WITH ADVICE ANY ITEM RETURNED FOR ANY
REASON.
IF ANY ITEM IS RETURNED A SECOND TIME, THE FINANCIAL INSTITUTION WILL
CHARGE THE AMOUNT OF SUCH ITEM AGAINST THE LOCKBOX ACCOUNT IF THE SAME CONTAINS
SUFFICIENT FUNDS TO PAY THE AMOUNT OF THE RETURNED ITEM.
IF THE BALANCE IN THE
LOCKBOX ACCOUNT IS NOT SUFFICIENT TO PAY THE AMOUNT OF THE RETURNED ITEM, THE
FINANCIAL INSTITUTION SHALL NOTIFY COMPANY AND LENDER.
COMPANY AGREES TO
REIMBURSE THE FINANCIAL INSTITUTION FOR THE SAME PROMPTLY AFTER SUCH
NOTIFICATION.
THE FINANCIAL INSTITUTION SHALL ALSO NOTIFY COMPANY AND LENDER OF
ITS CURRENT STANDARD CHARGES FOR RETURNED ITEMS AND COMPANY AGREES TO PAY THE
FINANCIAL INSTITUTION SUCH CHARGES PROMPTLY AFTER SUCH NOTIFICATION.
THE
FINANCIAL INSTITUTION SHALL RETURN THE ITEM ALONG WITH THE DEBIT ADVICE TO
COMPANY, WITH A COPY TO LENDER.
THE FINANCIAL INSTITUTION IS GRANTED THE
FURTHER RIGHT TO DEBIT FROM ANY DEPOSIT ACCOUNT ANY AMOUNTS DEPOSITED THEREIN IN
ERROR OR AS NECESSARY TO CORRECT PROCESSING ERRORS
69
(E)
EACH WEEK THAT THE FINANCIAL INSTITUTION RECEIVES ANY DEPOSIT