TO ANY PRESENT, FUTURE CONTINGENT OFFSETS OR
COUNTERCLAIMS, AND (III) DO NOT REPRESENT BILL AND HOLD SALES, CONSIGNMENT
SALES, GUARANTEED SALES, SALE OR RETURN OR OTHER SIMILAR UNDERSTANDINGS OR
OBLIGATIONS OF ANY AFFILIATE OR SUBSIDIARY OF COMPANY.
COMPANY HAS NOT MADE,
AND WILL NOT MAKE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR FOR ANY EXTENSION OF
TIME FOR THE PAYMENT OF ANY ACCOUNT, ANY COMPROMISE OR SETTLEMENT FOR LESS THAN
THE FULL AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT DEBTOR FROM LIABILITY
THEREFOR, OR ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR ALLOWANCE FOR PROMPT
OR EARLY PAYMENT ALLOWED BY COMPANY IN THE ORDINARY COURSE OF ITS BUSINESS
CONSISTENT WITH HISTORICAL PRACTICE AND AS PREVIOUSLY DISCLOSED TO LAURUS IN
WRITING.
(M)
COMPANY SHALL KEEP AND MAINTAIN ITS EQUIPMENT IN GOOD OPERATING
CONDITION, EXCEPT FOR ORDINARY WEAR AND TEAR, AND SHALL MAKE ALL NECESSARY
REPAIRS AND REPLACEMENTS THEREOF SO THAT THE VALUE AND OPERATING EFFICIENCY
SHALL AT ALL TIMES BE MAINTAINED AND PRESERVED.
COMPANY SHALL NOT PERMIT ANY
SUCH ITEMS TO BECOME A FIXTURE TO REAL ESTATE (EXCLUDING EXISTING FIXTURES AT
THE PREMISES) OR ACCESSIONS TO OTHER PERSONAL PROPERTY.
8
(N)
COMPANY SHALL MAINTAIN AND KEEP ALL OF ITS BOOKS AND RECORDS
CONCERNING THE COLLATERAL AT COMPANY'S EXECUTIVE OFFICES LISTED IN EXHIBIT
12(D).
(O)
COMPANY SHALL MAINTAIN AND KEEP THE TANGIBLE COLLATERAL AT THE
ADDRESSES LISTED IN EXHIBIT 12(D), PROVIDED, THAT COMPANY MAY CHANGE SUCH
LOCATIONS OR OPEN A NEW LOCATION, PROVIDED THAT COMPANY PROVIDES LAURUS AT LEAST
THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF SUCH CHANGES OR NEW LOCATION AND (II)
PRIOR TO SUCH CHANGE OR OPENING OF A NEW LOCATION WHERE COLLATERAL HAVING A
VALUE OF MORE THAN $50,000 WILL BE LOCATED, COMPANY EXECUTES AND DELIVERS TO
LAURUS SUCH AGREEMENTS AS LAURUS MAY REQUEST, INCLUDING LANDLORD AGREEMENTS,
MORTGAGEE AGREEMENTS AND WAREHOUSE AGREEMENTS, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO LAURUS.
(P)
EXHIBIT 7(P) LISTS ALL BANKS AND OTHER FINANCIAL INSTITUTIONS AT
WHICH COMPANY MAINTAINS DEPOSITS AND/OR OTHER ACCOUNTS, AND SUCH EXHIBIT
CORRECTLY IDENTIFIES THE NAME, ADDRESS AND TELEPHONE NUMBER OF EACH SUCH
DEPOSITORY, THE NAME IN WHICH THE ACCOUNT IS HELD, A DESCRIPTION OF THE PURPOSE
OF THE ACCOUNT, AND THE COMPLETE ACCOUNT NUMBER.
THE
COMPANY SHALL NOT
ESTABLISH ANY DEPOSITORY OR OTHER BANK ACCOUNT OF ANY WITH ANY FINANCIAL
INSTITUTION (OTHER THAN THE ACCOUNTS SET FORTH ON EXHIBIT 7(P)) WITHOUT LAURUS'
PRIOR WRITTEN CONSENT.
8.
Payment of Accounts.
(A)
COMPANY WILL IRREVOCABLY DIRECT ALL OF ITS PRESENT AND FUTURE
ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED TO MAKE PAYMENTS CONSTITUTING
COLLATERAL TO MAKE SUCH PAYMENTS DIRECTLY TO THE LOCKBOX MAINTAINED BY COMPANY
(THE "LOCKBOX") WITH AMERICAN CHARTERED BANK (THE "LOCKBOX BANK") PURSUANT TO
THE TERMS OF THE MULTI PARTY BLOCKED ACCOUNT AGREEMENT
DATED SEPTEMBER 12, 2003
OR SUCH OTHER FINANCIAL INSTITUTION ACCEPTED BY LAURUS IN WRITING AS MAY BE
SELECTED BY COMPANY.
ON OR PRIOR TO THE CLOSING DATE, COMPANY SHALL AND SHALL
CAUSE THE LOCKBOX BANK TO ENTER INTO ALL SUCH DOCUMENTATION ACCEPTABLE TO LAURUS
PURSUANT TO WHICH, AMONG