not exceed in
any fiscal year, Two Hundred Fifty Thousand Dollars ($250,000.00) in the
aggregate.
7.2
CHANGES IN BUSINESS, MANAGEMENT, 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) HAVE A CHANGE
IN MANAGEMENT SUCH THAT A KEY PERSON DEPARTS AND A REPLACEMENT REASONABLY
ACCEPTABLE TO BANK IS NOT MADE WITHIN NINETY (90) DAYS OF SUCH KEY PERSON'S
DEPARTURE.
BORROWER SHALL NOT, WITHOUT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN
NOTICE TO BANK: (1) ADD ANY NEW OFFICES OR BUSINESS LOCATIONS, INCLUDING
WAREHOUSES (UNLESS EACH SUCH NEW OFFICE OR BUSINESS LOCATION CONTAINS LESS THAN
TWENTY-FIVE THOUSAND DOLLARS ($25,000) IN BORROWER'S ASSETS OR PROPERTY),
(2) CHANGE ITS JURISDICTION OF ORGANIZATION, (3) CHANGE ITS ORGANIZATIONAL
STRUCTURE OR TYPE, (4) CHANGE ITS LEGAL NAME, OR (5) CHANGE ANY 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 PERSON OTHER THAN WITH
BORROWER OR ANY SUBSIDIARY, OR ACQUIRE, OR PERMIT ANY OF ITS
10
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, OR ALLOW 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, OR PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST PRIORITY SECURITY
INTEREST GRANTED HEREIN, 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 LIENS" HEREIN.
7.6
MAINTENANCE OF COLLATERAL ACCOUNTS.
MAINTAIN ANY COLLATERAL
ACCOUNT EXCEPT PURSUANT TO THE TERMS OF SECTION 6.6(B) HEREOF.
7.7
DISTRIBUTIONS; INVESTMENTS.
(A) PAY ANY DIVIDENDS OR MAKE ANY
DISTRIBUTION OR PAYMENT OR REDEEM, RETIRE OR PURCHASE ANY CAPITAL STOCK OTHER
THAN PERMITTED DISTRIBUTIONS; OR (B) DIRECTLY OR INDIRECTLY ACQUIRE OR OWN ANY
PERSON, OR MAKE ANY INVESTMENT IN ANY PERSON, OTHER THAN PERMITTED INVESTMENTS,
OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO.
7.8
TRANSACTIONS WITH AFFILIATES.
DIRECTLY