(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, WHICH CONTROL AGREEMENT MAY NOT BE TERMINATED WITHOUT THE PRIOR
WRITTEN CONSENT OF BANK.
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, on a consolidated basis with respect to
Borrower and its Subsidiaries:
(a)
Adjusted Quick Ratio.
For any month in
which Obligations are outstanding, or for any month in which a Credit Extension
is requested, Borrower shall maintain at all times, to be tested as of the last
day of each such month, an Adjusted Quick Ratio of at least 1.5 to 1.0;
provided, however, if the Adjusted Quick Ratio is not tested for any month
pursuant to this Section 6.7(a), Borrower shall maintain at all times, to be
tested as of the last day of the current fiscal quarter, an Adjusted Quick Ratio
of at least 1.5 to 1.0.
(b)
Minimum Profit.
Borrower shall have
quarterly Profit of at least: (i) ($2,000,000.00) as of the quarter ended
March 31, 2008; (ii) ($1,250,000.00) as of the quarter ending June 30, 2008;
(iii) $0.00 as of the quarter ending September 30, 2008; and (iv) $1,750,000.00
as of the quarter ending December 31, 2008 and as of the last day of each
quarter thereafter.
6.8
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF
ITS INTELLECTUAL PROPERTY MATERIAL TO BORROWER'S BUSINESS.
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; PROVIDED, HOWEVER, PRIOR TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT
OF DEFAULT, SUCH MATERIALS SHALL BE MADE AVAILABLE TO BANK DURING REGULAR
BUSINESS HOURS AND UPON REASONABLE PRIOR NOTICE BY BANK.
6.10
NATURAL MICROSYSTEMS SECURITIES CORPORATION.
BORROWER SHALL, WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE, DELIVER TO BANK
EVIDENCE THAT IT HAS DISSOLVED ITS WHOLLY-OWNED SUBSIDIARY, NATURAL MICROSYSTEMS
SECURITIES CORPORATION, AND CAUSE SUCH SUBSIDIARY TO TRANSFER ALL OF ITS
PROPERTY TO BORROWER.
6.11
POST-CLOSING REQUIREMENTS.
BORROWER SHALL DELIVER
TO BANK:
(a)