AS MAY BE REQUIRED UNDER THE LAWS OF ANY STATE OR JURISDICTION IN
WHICH IT OR ANY OF ITS SUBSIDIARIES IS ENGAGED IN BUSINESS; AND (V) FURNISH
LAURUS WITH (X) COPIES OF ALL POLICIES AND EVIDENCE OF THE MAINTENANCE OF SUCH
POLICIES AT LEAST
25
THIRTY (30) DAYS BEFORE ANY EXPIRATION DATE, (Y) EXCEPTING ITS AND ITS
SUBSIDIARIES' WORKERS' COMPENSATION POLICY, ENDORSEMENTS TO SUCH POLICIES NAMING
LAURUS AS "CO-INSURED" OR "ADDITIONAL INSURED" AND APPROPRIATE LOSS PAYABLE
ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO LAURUS, NAMING LAURUS AS
LENDERS LOSS PAYEE, AND (Z) EVIDENCE THAT AS TO LAURUS THE INSURANCE COVERAGE
SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT OR NEGLECT OF ANY COMPANY OR ANY
OF ITS SUBSIDIARIES AND THE INSURER WILL PROVIDE LAURUS WITH AT LEAST THIRTY
(30) DAYS NOTICE PRIOR TO CANCELLATION.
IT SHALL INSTRUCT THE INSURANCE
CARRIERS THAT IN THE EVENT OF ANY LOSS THEREUNDER, THE CARRIERS SHALL MAKE
PAYMENT FOR SUCH LOSS TO LAURUS AND NOT TO ANY COMPANY OR ANY OF ITS
SUBSIDIARIES AND LAURUS JOINTLY.
IF ANY INSURANCE LOSSES ARE 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