SALES, GUARANTEED
SALES, SALE OR RETURN OR OTHER SIMILAR UNDERSTANDINGS OR OBLIGATIONS OF ANY
AFFILIATE OR SUBSIDIARY OF SUCH COMPANY.
IT HAS NOT MADE, NOR WILL IT MAKE,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, 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
IT IN THE ORDINARY COURSE OF ITS BUSINESS CONSISTENT WITH HISTORICAL PRACTICE
AND AS PREVIOUSLY DISCLOSED TO LAURUS IN WRITING.
(M)
IT 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.
IT SHALL NOT PERMIT
ANY SUCH ITEMS TO BECOME A FIXTURE TO REAL ESTATE OR ACCESSIONS TO OTHER
PERSONAL PROPERTY.
9
(N)
IT SHALL MAINTAIN AND KEEP ALL OF 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(BB), PROVIDED, THAT IT MAY
CHANGE SUCH LOCATIONS OR OPEN A NEW LOCATION, PROVIDED THAT IT PROVIDES LAURUS
AT LEAST TEN (10) BUSINESS 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.
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 KEY 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 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