ANY OF ITS SUBSIDIARIES TO TRANSFER,
ALL OR ANY PART OF ITS BUSINESS OR PROPERTY, EXCEPT FOR (A) TRANSFERS OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS; (B) TRANSFERS OF WORN-OUT OR
OBSOLETE EQUIPMENT; AND (C) TRANSFERS CONSISTING OF PERMITTED LIENS AND
PERMITTED INVESTMENTS.
7.2
CHANGES IN BUSINESS, MANAGEMENT, OWNERSHIP, OR BUSINESS LOCATIONS.
(A)
ENGAGE IN OR PERMIT ANY OF ITS SUBSIDIARIES TO ENGAGE IN ANY
BUSINESS OTHER THAN THE BUSINESSES CURRENTLY ENGAGED IN BY BORROWER AND SUCH
SUBSIDIARY, AS APPLICABLE, OR REASONABLY RELATED THERETO;
(B)
LIQUIDATE OR DISSOLVE; OR
(C)
PERMIT ANY PERSON OR TWO OR MORE PERSONS ACTING IN CONCERT FROM
ACQUIRING BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13(D)(3) OF THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934),
DIRECTLY OR INDIRECTLY, OF SHARES OF STOCK OF THE BORROWER REPRESENTING MORE
THAN 50% OF THE COMBINED VOTING POWER OF ALL SHARES OF STOCK OF THE BORROWER
ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS (OTHER THAN BY THE SALE OF
BORROWER'S EQUITY SECURITIES IN A PUBLIC OFFERING OR TO VENTURE CAPITAL
INVESTORS SO LONG AS BORROWER IDENTIFIES TO BANK THE VENTURE CAPITAL INVESTORS
PRIOR TO THE CLOSING OF THE TRANSACTION); OR
(D)
WITHOUT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO BANK:
(1) ADD ANY NEW OFFICES OR BUSINESS LOCATIONS, INCLUDING WAREHOUSES (UNLESS SUCH
NEW OFFICES OR BUSINESS LOCATIONS CONTAIN ASSETS AND PROPERTY OF BORROWER WITH
AN AGGREGATE VALUE OF LESS THAN $10,000), (2) CHANGE ITS JURISDICTION OF
ORGANIZATION, (3) CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, (4) CHANGE ITS
LEGAL NAME, OR (5) CHANGE ITS ORGANIZATIONAL NUMBER (IF ANY) ASSIGNED BY ITS
JURISDICTION OF ORGANIZATION.
7.3
MERGERS OR ACQUISITIONS.
MERGE OR CONSOLIDATE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY OTHER PERSON, OR ACQUIRE, OR
PERMIT ANY OF ITS SUBSIDIARIES TO ACQUIRE, ALL OR SUBSTANTIALLY ALL OF THE
CAPITAL STOCK OR PROPERTY OF ANOTHER PERSON, EXCEPT THAT A SUBSIDIARY OF
BORROWER MAY MERGE OR CONSOLIDATE INTO ANOTHER SUBSIDIARY OF BORROWER OR INTO
BORROWER.
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, OR ALLOW ANY LIEN ON ANY OF ITS
PROPERTY OR ASSETS, 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, OR PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST
PRIORITY SECURITY INTEREST GRANTED HEREIN (EXCEPT AS OTHERWISE SPECIFICALLY
ALLOWED IN THE DEFINITION OF PERMITTED LIENS), OR ENTER INTO ANY AGREEMENT,
DOCUMENT, INSTRUMENT OR OTHER ARRANGEMENT (EXCEPT WITH OR IN FAVOR OF BANK) WITH
ANY PERSON WHICH DIRECTLY OR INDIRECTLY PROHIBITS OR HAS THE EFFECT OF
PROHIBITING BORROWER OR ANY SUBSIDIARY FROM ASSIGNING, MORTGAGING, PLEDGING,
GRANTING A SECURITY INTEREST IN OR UPON, OR ENCUMBERING ANY OF BORROWER'S OR ANY
SUBSIDIARY'S INTELLECTUAL PROPERTY, EXCEPT AS IS OTHERWISE PERMITTED IN SECTION
7.1 HEREOF AND THE DEFINITION OF "PERMITTED LIEN" HEREIN.
7.6
MAINTENANCE