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
24
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 EXPRESSLY AGREED TO BY LAURUS OR UNLESS AND UNTIL SUCH
DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION, AND THEN ONLY TO THE
EXTENT OF SUCH REQUIREMENT.
NOTWITHSTANDING THE FOREGOING, EACH COMPANY AND ITS
SUBSIDIARIES MAY DISCLOSE LAURUS' IDENTITY AND THE TERMS OF THIS AGREEMENT TO
ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY FINANCING SOURCES.
(L)
REQUIRED APPROVALS.
IT SHALL NOT, AND SHALL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, (I) CREATE,
INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS (EXCLUSIVE OF TRADE DEBT)