LAURUS PROMPTLY AND IN ANY EVENT WITHIN TWO (2)
BUSINESS DAYS AFTER OBTAINING KNOWLEDGE THEREOF (I) OF ANY EVENT OR CIRCUMSTANCE
THAT TO COMPANY'S KNOWLEDGE WOULD CAUSE LAURUS TO CONSIDER ANY THEN EXISTING
ACCOUNT AS NO LONGER
7
constituting an Eligible Account and/or any then existing Inventory as no longer
constituting Eligible Inventory; (ii) of any material delay in Company's
performance of any of its obligations to any Account Debtor; (iii) of any
assertion by any Account Debtor of any material claims, offsets or
counterclaims; (iv) of any allowances, credits and/or monies granted by Company
to any Account Debtor; (v) of all material adverse information relating to the
financial condition of an Account Debtor; (vi) of any material return of goods;
and (vii) of any loss, damage or destruction of any of the Collateral.
(L)
ALL ACCOUNTS (I) REPRESENT COMPLETE BONA FIDE TRANSACTIONS WHICH REQUIRE
NO FURTHER ACT UNDER ANY CIRCUMSTANCES ON COMPANY'S PART TO MAKE SUCH ACCOUNTS
PAYABLE BY THE ACCOUNT DEBTORS, (II) ARE NOT SUBJECT 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 OR ACCESSIONS TO OTHER PERSONAL PROPERTY.
(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 IT 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