PROCEEDING INSTITUTED BY OR AGAINST BANK WITH
RESPECT TO ANY COLLATERAL OR RELATING TO BORROWER.
6.10
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.
6.11
POST-CLOSING MATTERS.
DELIVER TO BANK, WITHIN NINETY (90) DAYS
AFTER THE EFFECTIVE DATE:
(A)
UCC TERMINATION.
AN ACKNOWLEDGMENT COPY OF A UCC FINANCING
STATEMENT AMENDMENT (ACKNOWLEDGED BY THE DELAWARE DEPARTMENT OF STATE ) THAT
SERVES TO TERMINATE UCC FINANCING STATEMENT #20092811807 (AS FILED WITH THE
DELAWARE DEPARTMENT OF STATE ON SEPTEMBER 1, 2009), WHICH AMENDMENT LISTS
KEYBANK NATIONAL ASSOCIATION AS THE PARTY AUTHORIZING THE FILING OF SUCH
AMENDMENT; AND
(B)
LETTER OF CREDIT.
EVIDENCE THAT BORROWER'S EXISTING LETTER OF
CREDIT (ISSUED BY KEYBANK NATIONAL ASSOCIATION) HAS BEEN TERMINATED AND THAT ANY
LIENS ON PROPERTY OF BORROWER SERVING AS COLLATERAL SECURITY FOR SUCH LETTER OF
CREDIT HAVE BEEN RELEASED.
7
NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank's prior written consent.
13
7.1
DISPOSITIONS.
CONVEY, SELL, LEASE, TRANSFER, ASSIGN, OR OTHERWISE
DISPOSE OF (COLLECTIVELY A "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, OBSOLETE OR
SURPLUS EQUIPMENT; (C) SUBLEASES OF REAL PROPERTY IN THE ORDINARY COURSE OF
BUSINESS; (D) OF BORROWER'S REAL PROPERTY LOCATED AT 968 ALBANY SHAKER ROAD,
LATHAM, NEW YORK 12110; AND (E) IN CONNECTION WITH PERMITTED LIENS AND PERMITTED
INVESTMENTS.
7.2
CHANGES IN BUSINESS, MANAGEMENT, OWNERSHIP, 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) (I) SUFFER THE RESIGNATION OR DEPARTURE OF ANY KEY PERSON AND NOT HIRE A
REPLACEMENT REASONABLY ACCEPTABLE TO BANK FOR SUCH KEY PERSON WITHIN NINETY (90)
DAYS OF SUCH KEY PERSON'S RESIGNATION OR DEPARTURE; OR (II) ENTER INTO ANY
TRANSACTION OR SERIES OF RELATED TRANSACTIONS IN WHICH THE STOCKHOLDERS OF
BORROWER WHO WERE NOT STOCKHOLDERS IMMEDIATELY PRIOR TO THE FIRST SUCH
TRANSACTION OWN MORE THAN FORTY PERCENT (40.0%) OF THE VOTING STOCK OF BORROWER
IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION OR RELATED SERIES OF SUCH
TRANSACTIONS (OTHER THAN BY THE SALE OF BORROWER'S EQUITY SECURITIES IN A PUBLIC
OFFERING OR TO VENTURE CAPITAL INVESTORS SO LONG AS BORROWER IDENTIFIES TO BANK
THE VENTURE CAPITAL INVESTORS PRIOR TO THE CLOSING OF THE TRANSACTION AND
PROVIDES TO BANK A DESCRIPTION OF THE MATERIAL TERMS OF THE TRANSACTION).
Borrower shall not, without at least fifteen (15) 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 ($25,000.00) in Borrower's assets or property), (2) change its
jurisdiction of organization, (3) change its organizational structure or