OR SECURITIES TO BANK
AND BANK'S AFFILIATES.
(B)
PROVIDE BANK FIVE (5) DAYS PRIOR WRITTEN
NOTICE BEFORE ESTABLISHING ANY COLLATERAL ACCOUNT AT OR WITH ANY BANK OR
FINANCIAL INSTITUTION OTHER THAN BANK OR ITS AFFILIATES. IN ADDITION, FOR EACH
COLLATERAL ACCOUNT THAT BORROWER OR GUARANTOR AT ANY TIME MAINTAINS, BORROWER
SHALL CAUSE THE APPLICABLE BANK OR FINANCIAL INSTITUTION (OTHER THAN BANK) AT OR
WITH WHICH ANY COLLATERAL ACCOUNT IS MAINTAINED TO EXECUTE AND DELIVER A CONTROL
AGREEMENT OR OTHER APPROPRIATE INSTRUMENT WITH RESPECT TO SUCH COLLATERAL
ACCOUNT TO PERFECT BANK'S LIEN IN SUCH COLLATERAL ACCOUNT IN ACCORDANCE WITH THE
TERMS HEREUNDER. THE PROVISIONS OF THE PREVIOUS SENTENCE SHALL NOT APPLY TO
DEPOSIT ACCOUNTS EXCLUSIVELY USED FOR PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE
WAGE AND BENEFIT PAYMENTS TO OR FOR THE BENEFIT OF BORROWER'S EMPLOYEES AND
IDENTIFIED TO BANK BY BORROWER AS SUCH.
6.7
FINANCIAL COVENANTS.
Borrower shall maintain at all times, to be tested as of the last day of each
quarter, unless otherwise noted, on a consolidated basis with respect to
Borrower and its Subsidiaries:
(a)
Adjusted Quick Ratio. An Adjusted Quick
Ratio of at least 1.25 to 1.0.
(B)
OPERATING CASH FLOW. OPERATING CASH FLOW OF
AT LEAST (I) ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) FOR THE
QUARTER ENDING DECEMBER 31, 2007, (II) FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) FOR THE QUARTER ENDING MARCH 31, 2008, (III) ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000.00) FOR THE QUARTER ENDING JUNE 30, 2008,
AND (IV) TWO MILLION DOLLARS ($2,000,000.00) FOR THE QUARTER ENDING SEPTEMBER
30, 2008 AND AS OF THE LAST DAY OF EACH QUARTER THEREAFTER.
6.8
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT, DEFEND AND
MAINTAIN THE VALIDITY AND ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY.
6.9
LITIGATION COOPERATION. FROM THE DATE HEREOF
AND CONTINUING THROUGH THE TERMINATION OF THIS AGREEMENT, MAKE AVAILABLE TO
BANK, WITHOUT EXPENSE TO BANK, BORROWER AND ITS OFFICERS, EMPLOYEES AND AGENTS
AND 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
BORROWER.
6.10
LANDLORD'S WAIVER. BORROWER SHALL DELIVER TO BANK,
ON OR BEFORE NINETY (90) DAYS AFTER THE EFFECTIVE DATE, A FULLY-EXECUTED
LANDLORD'S CONSENT WITH RESPECT TO ALLIANCE'S LOCATION AT 3501 E. PLANO PARKWAY,
PLANO, TEXAS, IN FORM AND SUBSTANCE ACCEPTABLE TO BANK IN BANK'S SOLE AND
ABSOLUTE DISCRETION.
6.11
CERTIFICATE OF GOOD STANDING - ALLIANCE. BORROWER
SHALL DELIVER TO BANK, ON OR BEFORE THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, A
CERTIFICATE OF GOOD STANDING FOR ALLIANCE, CERTIFIED BY THE SECRETARY OF STATE
OF TEXAS.
6.12
FURTHER ASSURANCES. 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
Borrower shall not do any of the following without Bank's prior written consent:
7.1
DISPOSITIONS. CONVEY, SELL, LEASE, TRANSFER,
ASSIGN, OR OTHERWISE