TO THE PURCHASER, (Y) INDEBTEDNESS SET FORTH ON
SCHEDULE 6.12(E) ATTACHED HERETO AND MADE A PART HEREOF AND ANY REFINANCINGS OR
REPLACEMENTS THEREOF ON TERMS NO LESS FAVORABLE TO THE
20
PURCHASER THAN THE INDEBTEDNESS BEING REFINANCED OR REPLACED, AND (Z) ANY
INDEBTEDNESS INCURRED IN CONNECTION WITH THE PURCHASE OF ASSETS (OTHER THAN
EQUIPMENT) IN THE ORDINARY COURSE OF BUSINESS, OR ANY REFINANCINGS OR
REPLACEMENTS THEREOF ON TERMS NO LESS FAVORABLE TO THE PURCHASER THAN THE
INDEBTEDNESS BEING REFINANCED OR REPLACED, SO LONG AS ANY LIEN RELATING THERETO
SHALL ONLY ENCUMBER THE FIXED ASSETS SO PURCHASED AND NO OTHER ASSETS OF THE
COMPANY ; (II) CANCEL ANY INDEBTEDNESS OWING TO IT IN EXCESS OF $50,000 IN THE
AGGREGATE DURING ANY 12 MONTH PERIOD; (III) ASSUME, GUARANTEE, ENDORSE OR
OTHERWISE BECOME DIRECTLY OR CONTINGENTLY LIABLE IN CONNECTION WITH ANY
OBLIGATIONS OF ANY OTHER PERSON OR ENTITY, EXCEPT THE ENDORSEMENT OF NEGOTIABLE
INSTRUMENTS BY THE COMPANY OR ANY SUBSIDIARY THEREOF FOR DEPOSIT OR COLLECTION
OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS OR GUARANTEES OF
INDEBTEDNESS OTHERWISE PERMITTED TO BE OUTSTANDING PURSUANT TO THIS CLAUSE (E);
AND
(F)
THE COMPANY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER,
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, CREATE OR ACQUIRE
ANY SUBSIDIARY AFTER THE DATE HEREOF UNLESS (I) SUCH SUBSIDIARY IS A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND (II) SUCH SUBSIDIARY BECOMES A PARTY
TO THE MASTER SECURITY AGREEMENT, THE STOCK PLEDGE AGREEMENT AND THE SUBSIDIARY
GUARANTY (EITHER BY EXECUTING A COUNTERPART THEREOF OR AN ASSUMPTION OR JOINDER
AGREEMENT IN RESPECT THEREOF) AND, TO THE EXTENT REQUIRED BY THE PURCHASER,
SATISFIES EACH CONDITION OF THIS AGREEMENT AND THE RELATED AGREEMENTS AS IF SUCH
SUBSIDIARY WERE A SUBSIDIARY ON THE CLOSING DATE, PROVIDED, HOWEVER, UNLESS
PURCHASER CONSENT IS OTHERWISE REQUIRED UNDER ANY RELATED AGREEMENT, THE COMPANY
OR ANY OF ITS SUBSIDIARIES MAY ENTER INTO JOINT VENTURE OR SIMILAR ARRANGEMENTS
IF THE COMPANY OR ANY OF ITS SUBSIDIARIES OWNS, DIRECTLY OR INDIRECTLY, LESS
THAN FIFTY PERCENT (50%) OF THE SECURITIES ENTITLED TO VOTE OR CONTROL SUCH
RESULTING JOINT VENTURE OR SIMILAR ENTITY.
6.13
Reissuance of Securities.
The Company agrees to reissue
certificates representing the Securities without the legends set forth in
Section 5.8 above at such time as:
(A)
THE HOLDER THEREOF IS PERMITTED TO DISPOSE OF SUCH SECURITIES
PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT; OR
(B)
UPON RESALE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT IF SUCH
SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT.
The Company agrees to cooperate with the Purchaser in connection with all
resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions
necessary to allow such resales provided the Company and its counsel receive
reasonably requested representations from the Purchaser and broker, if any.
6.14
Opinion.
On the Closing Date, the Company will deliver to the
Purchaser an opinion acceptable to the Purchaser from the Company's external
legal counsel.
The Company will provide, at the Company's expense, such other
legal opinions in