EQUITY ISSUED UPON THE EXERCISE OF OPTIONS GRANTED
UNDER A STOCK OPTION PLAN AS DESCRIBED ABOVE, SHALL BE EFFECTIVE AS OF THE END
OF THE MONTH DURING WHICH THE AGGREGATE AMOUNT OF SUCH INCREASES FOR THE FISCAL
QUARTER CONTAINING SUCH MONTH FIRST EXCEEDS $500,000, AND (BB) ALL SUCH
INCREASES WHICH OCCUR IN ANY SUBSEQUENT MONTH DURING SUCH FISCAL QUARTER SHALL
BE EFFECTIVE AS OF THE END OF SUCH MONTH. INCREASES IN THE MINIMUM TANGIBLE NET
WORTH REQUIREMENTS BASED ON NET INCOME SHALL BE EFFECTIVE ON THE LAST DAY OF THE
MONTH IN WHICH SAID NET INCOME IS REALIZED, AND SHALL CONTINUE IN EFFECT
THEREAFTER. DECREASES IN THE MINIMUM TANGIBLE NET WORTH REQUIREMENTS BASED ON
GOODWILL, ETC. ASSOCIATED WITH PAYMENTS FOR PURCHASES OR ACQUISITIONS SHALL BE
EFFECTIVE ON THE LAST DAY OF THE MONTH IN WHICH SUCH PAYMENTS ARE ACCRUED IN
ACCORDANCE WITH GAAP, AND SHALL CONTINUE IN EFFECT THEREAFTER. EXCEPT AS
DESCRIBED IN THIS SUBSECTION WITH RESPECT TO PURCHASES AND ACQUISITIONS, IN NO
EVENT SHALL THE MINIMUM TANGIBLE NET WORTH REQUIREMENTS BE DECREASED.
6.8
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. BORROWERS SHALL AND
SHALL CAUSE PARENT AND THE SUBSIDIARIES OF PARENT TO:
(A) PROTECT, DEFEND AND
MAINTAIN THE VALIDITY AND ENFORCEABILITY OF THE INTELLECTUAL PROPERTY THAT IS
MATERIAL TO BORROWER'S AND/OR PARENT'S BUSINESS; (B) PROMPTLY ADVISE BANK IN
WRITING OF MATERIAL INFRINGEMENTS OF THE INTELLECTUAL PROPERTY THAT IS MATERIAL
TO BORROWER'S AND/OR PARENT'S BUSINESS; AND (C) NOT ALLOW ANY INTELLECTUAL
PROPERTY THAT, TO ANY BORROWER'S KNOWLEDGE, IS MATERIAL TO ANY BORROWER'S AND/OR
PARENT'S BUSINESS TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT
BANK'S WRITTEN CONSENT.
6.9
LITIGATION COOPERATION. FROM THE DATE HEREOF AND CONTINUING THROUGH
THE TERMINATION OF THIS AGREEMENT, MAKE AVAILABLE TO BANK, WITHOUT EXPENSE TO
BANK, BORROWERS AND THEIR OFFICERS, EMPLOYEES AND AGENTS AND EACH BORROWER'S
BOOKS AND RECORDS, TO THE EXTENT THAT BANK MAY DEEM THEM REASONABLY NECESSARY TO
PROSECUTE OR DEFEND ANY THIRD-PARTY SUIT OR PROCEEDING INSTITUTED BY OR AGAINST
BANK WITH RESPECT TO ANY COLLATERAL OR RELATING TO ANY BORROWER.
6.10
LANDLORD CONSENTS. AT BANK'S REQUEST BORROWERS SHALL OBTAIN FOR BANK
LANDLORD CONSENTS WITH RESPECT TO LOCATIONS AT WHICH COLLATERAL IS LOCATED IN
FORM ACCEPTABLE TO BANK IN ITS GOOD FAITH DISCRETION.
6.11
FURTHER ASSURANCES. BORROWERS SHALL EXECUTE ANY FURTHER INSTRUMENTS
AND TAKE FURTHER ACTION AS BANK REASONABLY REQUESTS TO PERFECT OR CONTINUE
BANK'S LIEN IN THE COLLATERAL OR TO EFFECT THE PURPOSES OF THIS AGREEMENT.
7
NEGATIVE COVENANTS
No Borrower shall do any of the following without Bank's prior written consent:
7.1
DISPOSITIONS. CONVEY, SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF
(COLLECTIVELY "TRANSFER"), OR PERMIT PARENT OR ANY OF THE SUBSIDIARIES OF PARENT
TO TRANSFER, ALL OR ANY PART OF SUCH PERSON'S BUSINESS OR PROPERTY, EXCEPT FOR:
(A)
TRANSFERS IN THE ORDINARY COURSE OF BUSINESS (EXCLUDING TRANSFERS
OF ACCOUNTS, BUT INCLUDING TRANSFERS OF USED FINANCED EQUIPMENT SUBJECT TO THE
LIMIT SET FORTH BELOW IN THIS SECTION 7.1) FOR REASONABLY EQUIVALENT
CONSIDERATION;
12
(B)
TRANSFERS (I) FROM ANY BORROWER TO PARENT OR TO