ITS BOOKS AND RECORDS CONCERNING
THE COLLATERAL AT ITS EXECUTIVE OFFICES LISTED IN SCHEDULE 12(AA).
(O)
IT SHALL MAINTAIN AND KEEP THE TANGIBLE COLLATERAL AT THE
ADDRESSES LISTED IN SCHEDULE 12(AA), PROVIDED, THAT IT MAY CHANGE SUCH LOCATIONS
OR OPEN A NEW LOCATION, PROVIDED THAT IT 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, IT EXECUTES AND DELIVERS TO LAURUS SUCH AGREEMENTS
DEEMED REASONABLY NECESSARY OR PRUDENT BY LAURUS, INCLUDING LANDLORD AGREEMENTS,
MORTGAGEE AGREEMENTS AND WAREHOUSE AGREEMENTS, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO LAURUS, TO ADEQUATELY PROTECT AND MAINTAIN LAURUS' SECURITY
INTEREST IN SUCH COLLATERAL.
(P)
SCHEDULE 7(P) LISTS ALL BANKS AND OTHER FINANCIAL INSTITUTIONS AT
WHICH IT MAINTAINS DEPOSITS AND/OR OTHER ACCOUNTS, AND SUCH SCHEDULE 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.
IT SHALL NOT ESTABLISH ANY DEPOSITORY OR OTHER
BANK ACCOUNT WITH ANY FINANCIAL INSTITUTION (OTHER THAN THE ACCOUNTS SET FORTH
ON SCHEDULE 7(P)) WITHOUT LAURUS' PRIOR WRITTEN CONSENT.
(q)
All Inventory manufactured by it in the United States of America
shall be produced in accordance with the requirements of the Federal Fair Labor
Standards Act of 1938, as amended and all rules, regulations and orders related
thereto or promulgated thereunder.
8.
PAYMENT OF ACCOUNTS.
(A)
EACH 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 LOCKBOXES MAINTAINED BY SUCH
COMPANY (THE "LOCKBOXES") WITH WELLS FARGO BANK OR SUCH OTHER FINANCIAL
INSTITUTION ACCEPTED BY LAURUS IN WRITING AS MAY BE SELECTED BY SUCH COMPANY
(THE "LOCKBOX BANK") PURSUANT TO THE TERMS OF THE CERTAIN AGREEMENTS AMONG ONE
OR MORE COMPANIES, LAURUS AND/OR THE LOCKBOX BANK.
ON OR PRIOR TO THE CLOSING
DATE, EACH COMPANY SHALL AND SHALL CAUSE THE LOCKBOX BANK TO ENTER INTO ALL SUCH
DOCUMENTATION ACCEPTABLE TO LAURUS PURSUANT TO WHICH, AMONG OTHER THINGS, THE
LOCKBOX BANK AGREES TO:
(A) SWEEP THE LOCKBOX ON A DAILY BASIS AND DEPOSIT ALL
CHECKS RECEIVED THEREIN TO AN ACCOUNT DESIGNATED BY LAURUS IN WRITING AND (B)
COMPLY ONLY WITH THE INSTRUCTIONS OR OTHER DIRECTIONS OF LAURUS CONCERNING THE
LOCKBOX.
ALL OF EACH COMPANY'S INVOICES, ACCOUNT STATEMENTS AND OTHER WRITTEN
OR ORAL COMMUNICATIONS DIRECTING, INSTRUCTING, DEMANDING OR REQUESTING PAYMENT
OF ANY ACCOUNT OF ANY COMPANY OR ANY OTHER AMOUNT CONSTITUTING COLLATERAL SHALL
CONSPICUOUSLY DIRECT
9
THAT ALL PAYMENTS BE MADE TO THE LOCKBOX OR SUCH OTHER ADDRESS AS LAURUS MAY
DIRECT IN WRITING.
IF, NOTWITHSTANDING THE INSTRUCTIONS TO ACCOUNT DEBTORS, ANY
COMPANY RECEIVES ANY PAYMENTS, SUCH COMPANY SHALL IMMEDIATELY REMIT SUCH
PAYMENTS TO LAURUS IN THEIR ORIGINAL FORM WITH ALL NECESSARY ENDORSEMENTS.
UNTIL SO REMITTED, SUCH COMPANY SHALL HOLD ALL SUCH