ITS
BUSINESS, SELL, TRANSFER, CONVEY OR LEASE ALL OR ANY SUBSTANTIAL PART OF ITS
ASSETS, OR SELL OR ASSIGN WITH OR WITHOUT RECOURSE ANY RECEIVABLES, EXCEPT FOR
(A) ANY SUCH MERGER, CONSOLIDATION, SALE, TRANSFER, CONVEYANCE, LEASE OR
ASSIGNMENT OF OR BY ANY WHOLLY-OWNED SUBSIDIARY INTO THE COMPANY OR INTO, WITH
OR TO ANY OTHER WHOLLY-OWNED SUBSIDIARY; PROVIDED, THAT THE COMPANY SHALL BE THE
SURVIVING ENTITY AFTER GIVING EFFECT TO ANY MERGER OR CONSOLIDATION INVOLVING
THE COMPANY; (B) ANY SUCH PURCHASE OR OTHER ACQUISITION BY THE COMPANY OR ANY
WHOLLY-OWNED SUBSIDIARY OF THE ASSETS OR STOCK OF ANY WHOLLY-OWNED SUBSIDIARY;
(C) ANY ACQUISITION, JOINT VENTURE OR PARTNERSHIP INVESTMENT BY THE COMPANY OR
ANY WHOLLY-OWNED SUBSIDIARY WHERE (1) THE ASSETS ACQUIRED (IN THE CASE OF AN
ASSET PURCHASE) ARE FOR USE, OR THE PERSON ACQUIRED (OR THE PERSON IN WHICH AN
EQUITY INTEREST HAS BEEN ACQUIRED) (IN THE CASE OF ANY OTHER ACQUISITION) IS
ENGAGED, IN A BUSINESS RELATING TO DIGITAL MAP INFORMATION OR ELECTRONIC
NAVIGATION AND RELATED CONTENT, APPLICATIONS AND SERVICES, AND BUSINESSES
REASONABLY COMPLEMENTARY THERETO; (2)
27
IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO SUCH ACQUISITION, NO EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT SHALL EXIST; (3) IMMEDIATELY AFTER GIVING
EFFECT TO SUCH ACQUISITION, THE GUARANTOR AND ITS SUBSIDIARIES ARE IN PRO FORMA
COMPLIANCE WITH ALL THE FINANCIAL RATIOS AND RESTRICTIONS SET FORTH IN SECTION
12.1.11; (4) IN THE CASE OF THE ACQUISITION OF ANY PERSON (OR AN EQUITY INTEREST
IN A PERSON), THE BOARD OF DIRECTORS OF SUCH PERSON HAS APPROVED SUCH
ACQUISITION; AND (5) IN THE CASE OF ANY ACQUISITION WHICH IS A MERGER OR
CONSOLIDATION, THE COMPANY SHALL BE THE SURVIVING ENTITY AFTER GIVING EFFECT TO
ANY MERGER OR CONSOLIDATION INVOLVING THE COMPANY AND (D) SALES AND DISPOSITIONS
OF ASSETS (INCLUDING THE STOCK OF SUBSIDIARIES) FOR AT LEAST FAIR MARKET VALUE
(AS DETERMINED BY THE BOARD OF DIRECTORS OF THE GUARANTOR) SO LONG AS THE NET
BOOK VALUE OF ALL ASSETS SOLD OR OTHERWISE DISPOSED OF IN ANY FISCAL YEAR DOES
NOT EXCEED 10% OF THE NET BOOK VALUE OF THE CONSOLIDATED ASSETS OF THE GUARANTOR
AND ITS SUBSIDIARIES AS OF THE LAST DAY OF THE PRECEDING FISCAL YEAR.
10.10
MODIFICATION OF ORGANIZATIONAL DOCUMENTS.
NOT PERMIT THE
CERTIFICATE OR ARTICLES OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS OF THE COMPANY OR ANY SUBSIDIARY TO BE AMENDED OR MODIFIED IN ANY WAY
WHICH MIGHT REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT THE INTERESTS
OF THE BANK.
10.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS, SOLELY FOR WORKING
CAPITAL, FOR ACQUISITIONS PERMITTED HEREUNDER, FOR CAPITAL EXPENDITURES AND FOR
OTHER GENERAL CORPORATE PURPOSES; AND NOT USE OR PERMIT ANY PROCEEDS OF ANY LOAN
TO BE USED, EITHER DIRECTLY OR INDIRECTLY, FOR THE PURPOSE, WHETHER IMMEDIATE,
INCIDENTAL OR ULTIMATE, OF "PURCHASING OR CARRYING" ANY MARGIN STOCK.
10.12
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH IN SCHEDULE
10.12, NOT, AND NOT PERMIT ANY SUBSIDIARY TO, ENTER INTO, OR CAUSE, SUFFER OR
PERMIT TO EXIST ANY TRANSACTION, ARRANGEMENT OR