ACCOUNTING TREATMENT AND REPORTING PRACTICES WITHOUT PRIOR WRITTEN NOTICE TO
LAURUS EXCEPT AS REQUIRED BY GAAP OR IN THE TAX REPORTING TREATMENT OR EXCEPT AS
REQUIRED BY LAW; (XI) ENTER INTO ANY TRANSACTION WITH ANY EMPLOYEE, DIRECTOR OR
AFFILIATE, EXCEPT IN THE ORDINARY COURSE ON ARMS-LENGTH TERMS; OR (XII) BILL
ACCOUNTS UNDER ANY NAME EXCEPT THE PRESENT NAME OF COMPANY OR ITS EXISTING
SUBSIDIARIES.
NONE OF THE PROCEEDS OF THE LOANS HEREUNDER WILL BE USED DIRECTLY OR INDIRECTLY
TO "PURCHASE" OR "CARRY" "MARGIN STOCK" OR TO REPAY INDEBTEDNESS INCURRED TO
"PURCHASE" OR "CARRY" "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF EACH OF
THE QUOTED TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT.
COMPANY WILL BEAR THE FULL RISK OF LOSS FROM ANY LOSS OF ANY NATURE WHATSOEVER
WITH RESPECT TO THE COLLATERAL.
AT COMPANY'S OWN COST AND EXPENSE IN AMOUNTS
AND WITH CARRIERS ACCEPTABLE TO LAURUS, COMPANY SHALL (I) KEEP ALL ITS INSURABLE
PROPERTIES AND PROPERTIES IN WHICH IT HAS AN INTEREST INSURED AGAINST THE
HAZARDS OF FIRE, SPRINKLER LEAKAGE, THOSE HAZARDS COVERED BY EXTENDED COVERAGE
INSURANCE AND SUCH OTHER HAZARDS, AND FOR SUCH AMOUNTS, AS IS CUSTOMARY IN THE
CASE OF COMPANIES ENGAGED IN BUSINESSES SIMILAR TO COMPANY'S INCLUDING BUSINESS
INTERRUPTION INSURANCE; (II) MAINTAIN A BOND IN SUCH AMOUNTS AS IS CUSTOMARY IN
THE CASE OF COMPANIES ENGAGED IN BUSINESSES SIMILAR TO COMPANY'S INSURING
AGAINST LARCENY, EMBEZZLEMENT OR OTHER CRIMINAL MISAPPROPRIATION OF INSURED'S
OFFICERS AND EMPLOYEES WHO MAY EITHER SINGLY OR JOINTLY WITH OTHERS AT ANY TIME
HAVE ACCESS TO THE ASSETS OR FUNDS OF COMPANY EITHER DIRECTLY OR THROUGH
GOVERNMENTAL AUTHORITY TO DRAW UPON SUCH FUNDS OR TO DIRECT GENERALLY THE
DISPOSITION OF SUCH ASSETS; (III) MAINTAIN PUBLIC AND PRODUCT LIABILITY
INSURANCE AGAINST CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE SUFFERED
BY OTHERS; (IV) MAINTAIN ALL SUCH WORKER'S COMPENSATION OR SIMILAR INSURANCE AS
MAY BE REQUIRED UNDER THE LAWS OF ANY STATE OR JURISDICTION IN WHICH COMPANY IS
ENGAGED IN BUSINESS; AND (V) FURNISH LAURUS WITH (X) CERTIFICATES AS TO ALL SUCH
INSURANCE COVERAGES AND EVIDENCE OF THE MAINTENANCE OF SUCH POLICIES AT LEAST
THIRTY (30) DAYS BEFORE ANY EXPIRATION DATE, (Y) 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 LOSS PAYEE, AND (Z) EVIDENCE THAT AS TO LAURUS THE INSURANCE COVERAGE SHALL
NOT BE IMPAIRED OR INVALIDATED BY ANY ACT OR NEGLECT OF COMPANY AND THE INSURER
WILL PROVIDE LAURUS WITH AT LEAST THIRTY (30) DAYS NOTICE PRIOR TO CANCELLATION
OR EXPIRATION THEREOF.
COMPANY 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 COMPANY AND LAURUS JOINTLY.
IF ANY INSURANCE LOSSES ARE
PAID BY CHECK, DRAFT OR OTHER INSTRUMENT PAYABLE TO COMPANY AND LAURUS JOINTLY,
LAURUS MAY ENDORSE COMPANY'S NAME THEREON AND DO SUCH OTHER