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
DESIGNATED SENIOR INDEBTEDNESS.
BORROWER SHALL
DESIGNATE ALL PRINCIPAL OF, INTEREST (INCLUDING ALL INTEREST ACCRUING AFTER THE
COMMENCEMENT OF ANY BANKRUPTCY OR SIMILAR PROCEEDING, WHETHER OR NOT A CLAIM FOR
POST-PETITION INTEREST IS ALLOWABLE AS A CLAIM IN ANY SUCH PROCEEDING), AND ALL
FEES, COSTS, EXPENSES AND OTHER AMOUNTS ACCRUED OR DUE UNDER THIS AGREEMENT AS
"DESIGNATED SENIOR INDEBTEDNESS", OR SUCH SIMILAR TERM, IN ANY FUTURE
SUBORDINATED DEBT INCURRED BY BORROWER AFTER THE DATE HEREOF, IF SUCH
SUBORDINATED DEBT CONTAINS SUCH TERM OR SIMILAR TERM AND IF THE EFFECT OF SUCH
DESIGNATION IS TO GRANT TO BANK THE SAME OR SIMILAR RIGHTS AS GRANTED TO BANK AS
A HOLDER OF "DESIGNATED SENIOR INDEBTEDNESS" UNDER THE INDENTURE.
6.11
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.
8
7
NEGATIVE COVENANTS
Borrower shall not 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 ANY OF ITS
SUBSIDIARIES TO TRANSFER, ALL OR ANY PART OF ITS BUSINESS OR PROPERTY, EXCEPT
FOR TRANSFERS (A) OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS; (B) OF
WORN-OUT OR OBSOLETE EQUIPMENT; AND (C) IN CONNECTION WITH PERMITTED LIENS AND
PERMITTED INVESTMENTS.
7.2
CHANGES IN BUSINESS; CHANGE IN CONTROL;
JURISDICTION OF FORMATION.
ENGAGE IN ANY MATERIAL LINE OF BUSINESS OTHER THAN
THOSE LINES OF BUSINESS CONDUCTED BY BORROWER AND ITS SUBSIDIARIES ON THE DATE
HEREOF AND ANY BUSINESSES REASONABLY RELATED, COMPLEMENTARY OR INCIDENTAL
THERETO OR REASONABLE EXTENSIONS THEREOF; PERMIT OR SUFFER ANY CHANGE IN
CONTROL.
BORROWER WILL NOT, WITHOUT PRIOR WRITTEN NOTICE, CHANGE ITS
JURISDICTION OF FORMATION.
7.3
MERGERS OR ACQUISITIONS.
MERGE OR
CONSOLIDATE, OR PERMIT ANY OF ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY
PERSON OTHER THAN WITH BORROWER OR ANY SUBSIDIARY, OR ACQUIRE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR
PROPERTY OF A PERSON OTHER THAN BORROWER OR ANY SUBSIDIARY, EXCEPT WHERE NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM SUCH ACTION
DURING THE TERM OF THIS AGREEMENT, AND (A) BORROWER IS THE SURVIVING ENTITY OR
(B) SUCH MERGER OR CONSOLIDATION IS A TRANSFER OTHERWISE PERMITTED PURSUANT TO
SECTION 7.1 HEREOF.
7.4
INDEBTEDNESS.
CREATE, INCUR, ASSUME, OR BE
LIABLE FOR ANY INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN
PERMITTED INDEBTEDNESS.
7.5
ENCUMBRANCE.
CREATE, INCUR, ALLOW, OR SUFFER
ANY LIEN ON ANY OF ITS PROPERTY, OR ASSIGN OR CONVEY ANY RIGHT TO RECEIVE
INCOME, INCLUDING THE SALE OF ANY ACCOUNTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO
DO SO, EXCEPT FOR PERMITTED LIENS, PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO
THE FIRST PRIORITY