LEASES OBLIGATIONS) DURING ANY FISCAL YEAR
OF BORROWER WHICH, IN THE AGGREGATE, EXCEED $200,000 IN ANY FISCAL YEAR.
6.5
[INTENTIONALLY OMITTED].
6.6
CAPITAL STRUCTURE.
MAKE ANY MATERIAL CHANGE
IN BORROWER'S CAPITAL STRUCTURE OR IN ANY OF ITS BUSINESS OBJECTIVES, PURPOSES
AND OPERATIONS WHICH MIGHT IN ANY WAY ADVERSELY AFFECT THE REPAYMENT OF THE
OBLIGATIONS; PROVIDED, THAT LENDER WILL NOT UNREASONABLY WITHHOLD ITS CONSENT TO
CHANGES IN BORROWER'S OPERATIONS REQUIRED BY SBA.
6.7
TRANSACTIONS WITH AFFILIATES.
EXCEPT TO THE
EXTENT PERMITTED BY SECTION 6.2, ENTER INTO, OR BE A PARTY TO, ANY TRANSACTION
WITH ANY AFFILIATE OR STOCKHOLDER OF BORROWER, EXCEPT IN THE ORDINARY COURSE OF
AND PURSUANT TO THE REASONABLE REQUIREMENTS OF BORROWER'S BUSINESS AND UPON FAIR
AND REASONABLE TERMS WHICH ARE NO LESS FAVORABLE TO BORROWER THAN WOULD BE
OBTAINED IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE
OR STOCKHOLDER OF BORROWER.
6.8
CHANGE OF BUSINESS.
ENTER INTO ANY NEW
BUSINESS OR MAKE ANY MATERIAL CHANGE IN ANY OF BORROWER'S BUSINESS OBJECTIVES,
PURPOSES, UNDERWRITING STANDARDS OR OTHER OPERATIONS, EXCEPT TO THE EXTENT
REQUIRED BY SBA.
6.9
NAME OF BORROWER.
USE ANY CORPORATE NAME
(OTHER THAN ITS OWN) OR ANY FICTITIOUS NAME, TRADESTYLE OR "D/B/A".
6.10
LOCATION OF COLLATERAL.
STOP KEEPING ITS BOOKS
AND RECORDS OR THE COLLATERAL AT EITHER THE LOCATION LISTED IN THE PREAMBLE TO
THIS AGREEMENT OR THE OFFICES OF FIRSTCITY BLC AT 6400 IMPERIAL DRIVE, WACO,
TEXAS 76712, OR KEEP ANY OF SUCH BOOKS AND RECORDS AND/OR THE COLLATERAL AT ANY
OTHER OFFICE(S) OR LOCATION(S) UNLESS (I) BORROWER GIVES LENDER WRITTEN NOTICE
THEREOF AND OF THE NEW LOCATION OF SAID BOOKS AND RECORDS AT LEAST 30 DAYS PRIOR
THERETO AND (II) THE OTHER OFFICE OR LOCATION IS WITHIN THE CONTINENTAL UNITED
STATES OF AMERICA.
47
6.11
PROCEEDS OF LOANS.
PERMIT THE PROCEEDS OF ANY OF
THE REVOLVING LOANS TO BE USED FOR ANY PURPOSE OTHER THAN THOSE PERMITTED BY
SECTION 2.10 HEREOF.
6.12
ERISA COMPLIANCE.
AT ANY TIME PERMIT ANY PLAN IN
WHICH BORROWER IS A PARTICIPANT TO:
(A)
ENGAGE IN ANY "PROHIBITED TRANSACTION" AS
SUCH TERM IS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1954, AS
AMENDED;
(B)
INCUR ANY "ACCUMULATED FUNDING DEFICIENCY"
AS SUCH TERM IS DEFINED IN SECTION 302 OF ERISA; OR
(C)
TERMINATE ANY SUCH PLAN IN A MANNER WHICH
COULD RESULT IN THE IMPOSITION OF A LIEN ON THE PROPERTY OF BORROWER PURSUANT TO
SECTION 4068 OF ERISA.
6.13
SALE OR DISCOUNT OF RECEIVABLES.
DISCOUNT OR
SELL ANY PORTION OF ITS NOTES RECEIVABLE OR ITS ACCOUNTS; PROVIDED, THAT
BORROWER MAY SELL TO SBA THE SBA GUARANTEED NOTES RECEIVABLE, SELL TO SBA THE
NON-GUARANTEED NOTE RECEIVABLE PORTION OF ANY NOTE RECEIVABLE WITH RESPECT TO
WHICH SBA ALSO HOLDS THE SBA GUARANTEED NOTE RECEIVABLE PORTION THEREOF, OR
OTHERWISE DISPOSE OF NOTES RECEIVABLE OR THE COLLATERAL THEREFOR, IN EACH CASE
TO THE EXTENT REQUIRED BY SBA IN ACCORDANCE WITH SBA RULES AND REGULATIONS; AND
PROVIDED FURTHER, THAT SO LONG AS NO EVENT OF DEFAULT SHALL HAVE