THE AMOUNT OF ANY PAYMENT BY AGENT UNDER THIS SECTION 4.13 SHALL BE
CHARGED TO BORROWERS' ACCOUNT AS A REVOLVING ADVANCE MAINTAINED AS A DOMESTIC
RATE LOAN AND ADDED TO THE OBLIGATIONS AND, UNTIL BORROWERS SHALL FURNISH AGENT
WITH AN INDEMNITY THEREFOR (OR SUPPLY AGENT WITH EVIDENCE SATISFACTORY TO AGENT
THAT DUE PROVISION FOR THE PAYMENT THEREOF HAS BEEN MADE), AGENT MAY HOLD
WITHOUT INTEREST ANY BALANCE STANDING TO BORROWERS' CREDIT AND AGENT SHALL
RETAIN ITS SECURITY INTEREST IN AND LIEN ON ANY AND ALL COLLATERAL HELD BY
AGENT.
4.14.
PAYMENT OF LEASEHOLD OBLIGATIONS.
EACH BORROWER SHALL AT ALL TIMES
PAY, WHEN AND AS DUE, ITS RENTAL OBLIGATIONS UNDER ALL LEASES UNDER WHICH IT IS
A TENANT, AND SHALL OTHERWISE COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL OTHER
TERMS OF SUCH LEASES AND KEEP THEM IN FULL FORCE AND EFFECT AND, AT AGENT'S
REQUEST WILL PROVIDE EVIDENCE OF PAYMENT.
4.15.
RECEIVABLES.
(A)
NATURE OF RECEIVABLES.
EACH OF THE RECEIVABLES SHALL BE A BONA
FIDE AND VALID ACCOUNT REPRESENTING A BONA FIDE INDEBTEDNESS INCURRED BY THE
CUSTOMER THEREIN NAMED, FOR A FIXED SUM AS SET FORTH IN THE INVOICE RELATING
THERETO (PROVIDED IMMATERIAL OR UNINTENTIONAL INVOICE ERRORS SHALL NOT BE DEEMED
TO BE A BREACH HEREOF) WITH RESPECT TO AN ABSOLUTE SALE OR LEASE AND DELIVERY OF
GOODS UPON STATED TERMS OF A BORROWER, OR WORK, LABOR OR SERVICES THERETOFORE
RENDERED BY A BORROWER AS OF THE DATE EACH RECEIVABLE IS CREATED.
SAME SHALL BE
DUE AND OWING IN ACCORDANCE WITH THE APPLICABLE BORROWER'S STANDARD TERMS OF
SALE WITHOUT DISPUTE, SETOFF OR COUNTERCLAIM EXCEPT AS MAY BE STATED ON THE
ACCOUNTS RECEIVABLE SCHEDULES DELIVERED BY BORROWERS TO AGENT, SUBJECT TO
RETURNS, REFUNDS, DISCOUNTS AND ALLOWANCES IN THE ORDINARY COURSE OF BUSINESS.
(B)
SOLVENCY OF CUSTOMERS.
EACH CUSTOMER, TO THE BEST OF EACH
BORROWER'S KNOWLEDGE, AS OF THE DATE EACH RECEIVABLE IS CREATED, IS AND WILL BE
SOLVENT AND ABLE TO PAY ALL RECEIVABLES ON WHICH THE CUSTOMER IS OBLIGATED IN
FULL WHEN DUE OR WITH RESPECT TO SUCH CUSTOMERS OF ANY BORROWER WHO ARE NOT
SOLVENT SUCH BORROWER HAS SET UP ON ITS BOOKS AND IN ITS FINANCIAL RECORDS BAD
DEBT RESERVES ADEQUATE TO COVER SUCH RECEIVABLES.
(C)
LOCATION OF BORROWERS.
EACH BORROWER'S CHIEF EXECUTIVE OFFICE IS
LOCATED AT 6328 MONARCH PARK PLACE, NIWOT, CO 80503.
UNTIL WRITTEN NOTICE IS
GIVEN TO AGENT BY BORROWING AGENT OF ANY OTHER OFFICE AT WHICH ANY BORROWER
KEEPS ITS RECORDS PERTAINING TO RECEIVABLES, ALL SUCH RECORDS SHALL BE KEPT AT
SUCH EXECUTIVE OFFICE.
49
(D)
COLLECTION OF RECEIVABLES.
BORROWERS SHALL INSTRUCT THEIR
CUSTOMERS TO DELIVER ALL REMITTANCES UPON RECEIVABLES TO SUCH LOCKBOX ACCOUNT OR
BLOCKED ACCOUNT AS AGENT SHALL DESIGNATE FROM TIME TO TIME AS CONTEMPLATED BY
SECTION 4.15(H) OR AS OTHERWISE AGREED TO FROM TIME TO TIME BY AGENT.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT ANY BORROWER DIRECTLY RECEIVES ANY
REMITTANCES UPON RECEIVABLES, SUCH BORROWER WILL, AT SUCH BORROWER'S SOLE COST
AND EXPENSE, BUT ON AGENT'S BEHALF AND FOR AGENT'S ACCOUNT, COLLECT