PAID BY
CHECK, DRAFT OR OTHER INSTRUMENT PAYABLE TO ANY COMPANY AND/OR ANY OF ITS
SUBSIDIARIES AND LAURUS JOINTLY, LAURUS MAY ENDORSE, AS APPLICABLE, SUCH
COMPANY'S AND/OR ANY OF ITS SUBSIDIARIES' NAME THEREON AND DO SUCH OTHER THINGS
AS LAURUS MAY DEEM ADVISABLE TO REDUCE THE SAME TO CASH.
LAURUS IS HEREBY
AUTHORIZED TO ADJUST AND COMPROMISE CLAIMS.
ALL LOSS RECOVERIES RECEIVED BY
LAURUS UPON ANY SUCH INSURANCE MAY BE APPLIED TO THE OBLIGATIONS, IN SUCH ORDER
AS LAURUS IN ITS SOLE DISCRETION SHALL DETERMINE OR SHALL OTHERWISE BE DELIVERED
TO COMPANY AGENT FOR THE BENEFIT OF THE APPLICABLE COMPANY AND/OR ITS
SUBSIDIARIES.
ANY SURPLUS SHALL BE PAID BY LAURUS TO COMPANY AGENT FOR THE
BENEFIT OF THE APPLICABLE COMPANY AND/OR ITS SUBSIDIARIES, OR APPLIED AS MAY BE
OTHERWISE REQUIRED BY LAW.
ANY DEFICIENCY THEREON SHALL BE PAID, AS APPLICABLE,
BY COMPANIES AND THEIR SUBSIDIARIES TO LAURUS, ON DEMAND.
(I)
INTELLECTUAL PROPERTY.
IT SHALL, AND
SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN IN FULL FORCE AND EFFECT ITS
CORPORATE EXISTENCE, RIGHTS AND FRANCHISES AND ALL LICENSES AND OTHER RIGHTS TO
USE INTELLECTUAL PROPERTY OWNED OR POSSESSED BY IT AND REASONABLY DEEMED TO BE
NECESSARY TO THE CONDUCT OF ITS BUSINESS.
(J)
PROPERTIES.
IT SHALL, AND SHALL CAUSE
EACH OF ITS SUBSIDIARIES TO, KEEP ITS PROPERTIES IN GOOD REPAIR, WORKING ORDER
AND CONDITION, REASONABLE WEAR AND TEAR EXCEPTED, AND FROM TIME TO TIME MAKE ALL
NEEDFUL AND PROPER REPAIRS, RENEWALS, REPLACEMENTS, ADDITIONS AND IMPROVEMENTS
THERETO; AND IT SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, AT ALL TIMES
COMPLY WITH EACH PROVISION OF ALL LEASES TO WHICH IT IS A PARTY OR UNDER WHICH
IT OCCUPIES PROPERTY IF THE BREACH OF SUCH PROVISION COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(K)
CONFIDENTIALITY.
IT SHALL NOT, AND SHALL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DISCLOSE, AND WILL NOT INCLUDE IN ANY
PUBLIC ANNOUNCEMENT, THE NAME OF LAURUS, UNLESS EXPRESSLY AGREED TO BY LAURUS OR
UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION,
AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
NOTWITHSTANDING THE FOREGOING,
EACH
24
COMPANY AND ITS SUBSIDIARIES MAY DISCLOSE LAURUS' IDENTITY AND THE TERMS OF THIS
AGREEMENT TO ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY FINANCING SOURCES.
(L)
REQUIRED APPROVALS.
IT SHALL NOT, AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, WITHOUT THE PRIOR WRITTEN CONSENT
OF LAURUS, (I) CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS
(EXCLUSIVE OF TRADE DEBT) WHETHER SECURED OR UNSECURED OTHER THAN (1) EACH
COMPANY'S INDEBTEDNESS TO LAURUS, (2) THE INDEBTEDNESS SET FORTH ON
SCHEDULE 13(L)(I) ATTACHED HERETO AND MADE A PART HEREOF, (3) INDEBTEDNESS TO
WORKING CAPITAL LENDER PURSUANT TO THE TERMS OF THE WORKING CAPITAL LENDER LOAN
DOCUMENTS AS IN EFFECT ON THE CLOSING DATE, (4) INDEBTEDNESS OF ANY SUBSIDIARY
TO ANY COMPANY RELATING TO LOANS PERMITTED BY CLAUSE (V)(Z) BELOW, (5) PURCHASE
MONEY INDEBTEDNESS TO THE EXTENT PERMITTED UNDER THE TERMS OF THE WORKING
CAPITAL LENDER LOAN AGREEMENT