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.
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.
COMPANY SHALL MAINTAIN AND KEEP ALL OF ITS BOOKS AND RECORDS CONCERNING THE
COLLATERAL AT COMPANY'S EXECUTIVE OFFICES LISTED IN EXHIBIT 12(D).
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 WHERE COLLATERAL HAVING A VALUE OF MORE THAN $50,000
WILL BE LOCATED, COMPANY 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.
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 DESCRIPTION OF THE PURPOSE OF THE ACCOUNT, AND THE
COMPLETE ACCOUNT NUMBER.
THE COMPANY SHALL NOT ESTABLISH ANY DEPOSITORY OR
OTHER BANK ACCOUNT OF ANY WITH ANY FINANCIAL INSTITUTION (OTHER THAN THE
ACCOUNTS SET FORTH ON EXHIBIT 7(P)) WITHOUT LAURUS' PRIOR WRITTEN CONSENT.
PAYMENT OF ACCOUNTS.
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 LOCKBOX MAINTAINED BY COMPANY (THE "LOCKBOX") WITH
WELLS FARGO BANK (THE "LOCKBOX BANK"). ON OR PRIOR TO THE CLOSING DATE, 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 COMPANY'S INVOICES, ACCOUNT STATEMENTS AND OTHER WRITTEN OR ORAL
COMMUNICATIONS DIRECTING, INSTRUCTING, DEMANDING OR REQUESTING PAYMENT OF ANY
ACCOUNT OF COMPANY OR ANY OTHER AMOUNT CONSTITUTING COLLATERAL SHALL
CONSPICUOUSLY DIRECT THAT ALL PAYMENTS BE MADE TO THE LOCKBOX OR SUCH OTHER
ADDRESS AS LAURUS MAY DIRECT IN WRITING.
IF, NOTWITHSTANDING