writing,
Borrower will not:
(A)
INCUR OR GUARANTEE ANY INDEBTEDNESS OTHER
THAN (WITHOUT DUPLICATION):
(I) AMOUNTS CURRENTLY OUTSTANDING OR AVAILABLE
UNDER THE COMERICA AGREEMENT AND GE CAPITAL FACILITY, AND REFINANCINGS THEREOF
(WHICH REFINANCINGS SHALL BE SUBJECT TO THE PRIOR WRITTEN CONSENT OF LENDER);
(II) INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND IDENTIFIED ON
SCHEDULE 5.1(A); (III) INDEBTEDNESS INCURRED,
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AND INDEBTEDNESS UNDER CONTRACTS OR CAPITALIZED LEASE OBLIGATIONS, IN EACH CASE,
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS; (IV) INDEBTEDNESS OWED TO ANY
SUBSIDIARY OF BORROWER; (V) INDEBTEDNESS CONSISTING OF GUARANTIES FOR THE
BENEFIT OF SUBSIDIARIES OF BORROWER; AND (VI) OTHER INDEBTEDNESS PERMITTED UNDER
THE GE CAPITAL FACILITY, AS IN EFFECT ON THE DATE HEREOF.
(B)
SELL, TRANSFER OR OTHERWISE DISPOSE OF IN
ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS DURING THE TERM OF THIS
AGREEMENT ANY OF BORROWER' ASSETS (OTHER THAN (I) SALES OF PRODUCTS OR
INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS; (II) REINVESTMENTS OR
CONVERSIONS OF CASH EQUIVALENTS TO CASH OR OTHER CASH EQUIVALENTS,
(III) DISPOSITIONS OF ASSETS THAT ARE NO LONGER USED OR USEFUL IN ITS BUSINESS,
(IV) TRANSFERS OF ASSETS TO SUBSIDIARIES, AND (V) ANY ASSET SALE CONTEMPLATED BY
THE DEFINITION OF PERMITTED SALE/EQUITY TRANSACTION).
(C)
ACQUIRE ANY SECURITIES OF, OR OTHER
OWNERSHIP INTEREST IN, ANY PERSON IN ANY TRANSACTION OR SERIES OF TRANSACTIONS
(OTHER THAN (I) REINVESTMENTS OR CONVERSIONS OF CASH EQUIVALENTS AND
(II) INVESTMENTS IN SUBSIDIARIES);
(D)
DECLARE OR PAY ANY DISTRIBUTIONS ON, OR MAKE
ANY REDEMPTIONS OF, ANY CLASS OR SERIES OF ITS SHARES (OTHER THAN, SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT THEREFROM, REPURCHASES
OF COMMON STOCK OF BORROWER FROM FORMER EMPLOYEES, WHICH SHALL NOT EXCEED
$50,000 IN THE AGGREGATE IN ANY FISCAL YEAR OF BORROWER);
(E)
ENTER INTO ANY AGREEMENT, ARRANGEMENT OR
TRANSACTION WITH ANY OFFICER OR KEY EMPLOYEE OF BORROWER, OR ANY AFFILIATE
(OTHER THAN LENDER), RELATIVE, BENEFICIARY OR EMPLOYEE OF THE FOREGOING, ON
TERMS TAKEN AS A WHOLE ARE LESS FAVORABLE TO BORROWER, AS THE CASE MAY BE, THAN
WOULD BE AVAILABLE IN AN ARM'S-LENGTH TRANSACTION BETWEEN WILLING PARTIES (OTHER
THAN EMPLOYMENT TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS);
(F)
UNDERTAKE OR AGREE TO UNDERTAKE ANY
MERGER OR CONSOLIDATION, WHETHER OR NOT BORROWER OR A SUBSIDIARY IS THE
SURVIVING CORPORATION (OTHER THAN MERGERS AND CONSOLIDATIONS WITH ANY SUBSIDIARY
IN WHICH BORROWER IS THE SURVIVING ENTITY);
(G)
(I) CHANGE THE ORGANIC FORM OF BORROWER FROM
THAT OF A CORPORATION FORMED UNDER DELAWARE LAW, OR (II) ISSUE ADDITIONAL SHARES
OF BORROWER STOCK, OTHER THAN AS THOSE SHARES DESCRIBED AND PERMITTED TO BE
ISSUED TO LENDER UNDER THIS AGREEMENT AND OPTION AND WARRANT SHARES ISSUED AS A
RESULT OF THE EXERCISE, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, OF ANY
OPTIONS OR WARRANTS CURRENTLY OUTSTANDING OR PERMITTED UNDER THIS AGREEMENT; OR
(H)
CHANGE BORROWER'S OR ANY SUBSIDIARY'S
GENERAL LINE OF BUSINESS.
5.2.
Affirmative Covenants.
Borrower covenants to Lender that at any time as
there shall be any Outstanding Amount and the Commitment has