CAUSE SUCH NEW SUBSIDIARY TO PROVIDE TO BANK:
(I) EITHER (Y) A JOINDER TO THE LOAN AGREEMENT TO CAUSE SUCH SUBSIDIARY TO
BECOME A CO-BORROWER HEREUNDER, OR (Z) A GUARANTY AND A GUARANTOR SECURITY
AGREEMENT, TOGETHER WITH (II) SUCH APPROPRIATE FINANCING STATEMENTS AND/OR
CONTROL AGREEMENTS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO BANK (INCLUDING
BEING SUFFICIENT TO GRANT BANK A FIRST PRIORITY LIEN (SUBJECT TO PERMITTED
LIENS) IN AND TO THE ASSETS OF SUCH NEWLY FORMED OR ACQUIRED SUBSIDIARY),
(B) PROVIDE TO BANK APPROPRIATE CERTIFICATES AND POWERS AND FINANCING
STATEMENTS, PLEDGING ALL OF THE DIRECT OR BENEFICIAL OWNERSHIP INTEREST IN SUCH
NEW SUBSIDIARY, IN FORM AND SUBSTANCE SATISFACTORY TO BANK, AND (C) PROVIDE TO
BANK ALL OTHER DOCUMENTATION IN FORM AND SUBSTANCE SATISFACTORY TO BANK
(INCLUDING, IF REQUESTED BY BANK, ONE OR MORE OPINIONS OF COUNSEL SATISFACTORY
TO BANK), WHICH IN ITS OPINION IS APPROPRIATE WITH RESPECT TO THE EXECUTION AND
DELIVERY OF THE APPLICABLE DOCUMENTATION REFERRED TO ABOVE.
ANY DOCUMENT,
AGREEMENT, OR INSTRUMENT EXECUTED OR ISSUED PURSUANT TO THIS SECTION 6.13 SHALL
BE A LOAN DOCUMENT.
6.14
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.
DELIVER TO BANK, WITHIN FIVE (5) DAYS AFTER THE SAME ARE SENT OR RECEIVED,
COPIES OF ALL CORRESPONDENCE, REPORTS, DOCUMENTS AND OTHER FILINGS WITH ANY
GOVERNMENTAL AUTHORITY REGARDING COMPLIANCE WITH OR MAINTENANCE OF GOVERNMENTAL
APPROVALS OR REQUIREMENTS OF LAW OR THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL EFFECT ON ANY OF THE GOVERNMENTAL APPROVALS OR OTHERWISE ON THE
OPERATIONS OF BORROWER OR ANY OF ITS SUBSIDIARIES.
7
NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank's prior written consent:
7.1
DISPOSITIONS.
CONVEY, SELL, LEASE, TRANSFER,
ASSIGN, 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) CONSISTING OF PERMITTED LIENS AND
PERMITTED INVESTMENTS.
7.2
CHANGES IN BUSINESS, MANAGEMENT, CONTROL, OR
BUSINESS LOCATIONS.
(A) (I) 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; (II) LIQUIDATE OR DISSOLVE; OR
(III) HAVE A CHANGE IN SENIOR MANAGEMENT; OR (IV)
PERMIT OR SUFFER ANY CHANGE
IN CONTROL.
(B) 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 LESS THAN TEN THOUSAND DOLLARS ($10,000) IN
BORROWER'S ASSETS OR PROPERTY) OR DELIVER ANY PORTION OF THE COLLATERAL VALUED,
INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000) TO A BAILEE AT A LOCATION OTHER THAN TO A BAILEE AND AT A
LOCATION ALREADY DISCLOSED IN THE PERFECTION CERTIFICATE, (2) CHANGE ITS