TO BE SOLD OR TRANSFERRED BY A BORROWER OR SUCH SUBSIDIARY TO SUCH
PERSON.
SECTION 6.2.9
CONSOLIDATION, MERGER, SUBSIDIARIES, ETC.
(A)
THE BORROWERS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO,
LIQUIDATE OR DISSOLVE, CONSOLIDATE WITH, OR MERGE INTO OR WITH, ANY OTHER
CORPORATION, OR PURCHASE OR OTHERWISE ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF ANY PERSON (OR OF ANY DIVISION OR BUSINESS UNIT THEREOF) OR OTHERWISE
MAKE OR AGREE TO MAKE ACQUISITIONS, EXCEPT FOR A MERGER, REORGANIZATION OR
CONSOLIDATION OF NRV WITH OR INTO CCI OR OF CCI WITH OR INTO NRV OR OF NRV OR
CCI WITH OR INTO HOLDINGS; AND
58
(B)
THE BORROWERS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO,
CREATE ANY SUBSIDIARY OR TRANSFER ANY ASSETS TO ANY SUBSIDIARY.
SECTION 6.2.10
ASSET DISPOSITIONS, ETC.
THE BORROWERS WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF, OR
GRANT OPTIONS, WARRANTS OR OTHER RIGHTS WITH RESPECT TO, ANY OF ITS ASSETS TO
ANY PERSON, UNLESS (A) SUCH DISPOSITION CONSTITUTES A DISPOSITION OF OBSOLETE OR
RETIRED EQUIPMENT NOT USED IN THE BUSINESS OF ANY BORROWER AND ITS SUBSIDIARIES,
(B) SUCH DISPOSITION CONSTITUTES A TRANSFER OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS, (C) SUCH DISPOSITION CONSTITUTES THE SALE OF INVENTORY IN THE
ORDINARY COURSE OF THE BORROWER'S BUSINESS, (D) SUCH DISPOSITION IS AMONG
BORROWERS OR (E) SUCH DISPOSITION CONSTITUTES THE GRANT OF A NON-EXCLUSIVE
LICENSE RELATING TO A BORROWER'S INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF
BUSINESS.
SECTION 6.2.11
MODIFICATION OF ORGANIC DOCUMENTS, ETC.
THE BORROWERS WILL
NOT CONSENT TO ANY AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION OF ANY OF THE
TERMS OR PROVISIONS CONTAINED IN, OR APPLICABLE TO, THE ORGANIC DOCUMENTS OF ANY
BORROWER IF SUCH AMENDMENT SUPPLEMENT OR OTHER MODIFICATION COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
SECTION 6.2.12
TRANSACTIONS WITH AFFILIATES.
THE BORROWERS WILL NOT, AND
WILL NOT PERMIT ANY SUBSIDIARY TO, ENTER INTO, OR CAUSE, SUFFER OR PERMIT TO
EXIST (A) ANY MANAGEMENT CONTRACT OR ARRANGEMENT, CONSULTING AGREEMENT OR
ARRANGEMENT, CONTRACT OR ARRANGEMENT RELATING TO THE ALLOCATION OF REVENUES,
EXPENSES OR SIMILAR CONTRACT OR ARRANGEMENT REQUIRING ANY PAYMENTS TO BE MADE BY
THE BORROWERS OR ANY SUBSIDIARY TO ANY AFFILIATE (OTHER THAN EMPLOYMENT
AGREEMENTS WITH EMPLOYEES OF A BORROWER OR SUBSIDIARY ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS), OR (B) ANY OTHER TRANSACTION, ARRANGEMENT OR
CONTRACT WITH ANY OF ITS OTHER AFFILIATES WHICH IS ON TERMS WHICH ARE LESS
FAVORABLE THAN ARE OBTAINABLE FROM ANY PERSON WHICH IS NOT ONE OF ITS
AFFILIATES.
SECTION 6.2.13
INCONSISTENT AGREEMENTS.
THE BORROWERS WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY MATERIAL AGREEMENT CONTAINING ANY
PROVISION WHICH WOULD BE VIOLATED OR BREACHED IN ANY MATERIAL RESPECT BY ANY
LOAN OR BY THE PERFORMANCE BY ANY BORROWER OR ANY SUBSIDIARY OF ITS OBLIGATIONS
HEREUNDER OR UNDER ANY LOAN DOCUMENT.
SECTION 6.2.14
CHANGE IN ACCOUNTING METHOD.
THE BORROWERS WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, MAKE ANY