DATE HEREOF
(WHICH LINES OF BUSINESS INCLUDE THE TELECOMMUNICATIONS AND SEMICONDUCTOR
BUSINESSES) AND ANY BUSINESSES REASONABLY RELATED, COMPLEMENTARY OR INCIDENTAL
THERETO OR REASONABLE EXTENSIONS THEREOF; (2) PERMIT OR SUFFER ANY CHANGE IN
CONTROL; (3) (A) CHANGE THE CHIEF EXECUTIVE LOCATION OF BORROWER OR OTHERWISE
CHANGE THE LOCATION OF THE CENTRAL OPERATING OFFICE OF BORROWER WITHOUT AT LEAST
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO BANK), OR (B) LOCATE COLLATERAL HAVING
A VALUE IN EXCESS OF $500,000 AT A NEW LOCATION WITHOUT (I) AT LEAST THIRTY (30)
DAYS' PRIOR WRITTEN NOTICE TO
13
BANK AND (II) WITH RESPECT TO COLLATERAL LOCATED AT DOMESTIC THIRD PARTY BAILEE
LOCATIONS HAVING A VALUE IN EXCESS OF $500,000, AT LEAST THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO BANK AND WITH BORROWER USING COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN, WITHIN 60 DAYS, THIRD PARTY BAILEE LETTER AGREEMENTS FROM THE
OWNERS/OPERATORS OF ANY SUCH LOCATION OR LOCATIONS; (4) CHANGE ITS JURISDICTION
OF ORGANIZATION, (5) CHANGE ITS ORGANIZATIONAL ENTITY STATUS, (6) CHANGE ITS
LEGAL NAME, OR (7) CHANGE ANY ORGANIZATIONAL NUMBER (IF ANY) ASSIGNED BY ITS
JURISDICTION OF ORGANIZATION, PROVIDED THAT BORROWER MAY MAKE ANY OF THE CHANGES
DESCRIBED IN CLAUSES (4) THROUGH (7) AS LONG AS BORROWER PROVIDES BANK WITH
THIRTY (30) DAYS PRIOR WRITTEN NOTICE THEREOF AND TAKES SUCH ACTIONS AND
EXECUTES SUCH AGREEMENTS AND DOCUMENTS AS BANK DETERMINES ARE NECESSARY OR
ADVISABLE IN ORDER FOR BANK TO REMAIN PERFECTED IN THE COLLATERAL AND FOR
BORROWER TO REMAIN IN COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF, PROVIDED,
HOWEVER, UNDER NO CIRCUMSTANCES SHALL BORROWER EFFECT ANY SUCH CHANGES THAT
WOULD CAUSE IT TO BECOME A CORPORATION ORGANIZED UNDER THE LAWS OF ANY
JURISDICTION OUTSIDE OF THE UNITED STATES.
FURTHER, BORROWER HEREBY COVENANTS
AND AGREES TO PROVIDE TO BANK, UPON ITS REQUEST, A COMPLETE LIST OF THE
LOCATIONS AND ADDRESSES OF BORROWER AND EACH SUBSIDIARY UPON THE REQUEST OF BANK
AT SUCH TIMES AS BANK MAY REASONABLY REQUEST, WHICH SHALL GENERALLY BE DEEMED TO
BE NO MORE THAN ON A SEMI-ANNUAL BASIS UNLESS BANK DETERMINES THAT AN UPDATE
THERETO IS REASONABLY NECESSARY OR ADVISABLE.
7.3
MERGERS OR ACQUISITIONS. (I) MERGE OR
CONSOLIDATE, OR PERMIT ANY OF ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY
PERSON, OTHER THAN WITH BORROWER OR ANY SUBSIDIARY OF BORROWER (BUT SUBJECT TO
(X), (Y) AND (Z) BELOW OF CLAUSE (II) HEREOF); OR (II) ACQUIRE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR
PROPERTY OF A PERSON OTHER THAN ANY SUCH ACQUISITION BY BORROWER OR A SUBSIDIARY
OF BORROWER WITH RESPECT TO ANY SUBSIDIARY OF BORROWER (PROVIDED THAT IF THE
PROPERTY BEING ACQUIRED IS PROPERTY OF A GUARANTOR, THE ACQUIRING ENTITY MUST BE
BORROWER OR A GUARANTOR), EXCEPT IN EACH OF (I) AND (II) ABOVE WHERE (X) NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD RESULT FROM SUCH
ACTION, (Y) WITH RESPECT TO A MERGER OR CONSOLIDATION TRANSACTION, (1) BORROWER
IS THE SURVIVING ENTITY IN ANY SUCH TRANSACTION WHERE BORROWER IS ONE