FOREGOING AND IN ANY EVENT, BORROWERS SHALL
PERMIT AND ASSIST LENDER IN COMPLETING THE DUE DILIGENCE AUDIT OF THE BUSINESS
TO BE ACQUIRED (THE RESULT OF SUCH AUDIT TO BE SATISFACTORY TO LENDER IN ITS
SOLE DISCRETION) PRIOR TO THE INCLUSION OF ANY ACCOUNTS GENERATED BY THE
ACQUIRED BUSINESS THROUGH ANY PERMITTED ACQUISITION, INTO THE BORROWING BASE AS
ELIGIBLE ACCOUNTS.
IN CONJUNCTION WITH ANY PERMITTED ACQUISITION, BORROWERS
AGREE TO EXECUTE (OR CAUSE TO BE EXECUTED) AND DELIVER (OR CAUSE TO BE
DELIVERED) ANY AND ALL INSTRUMENTS, AGREEMENTS AND DOCUMENTS AS LENDER MAY
REASONABLY DEEM NECESSARY TO JOIN ANY ACQUIRED ENTITY AS A "BORROWER" HEREUNDER
AND TO EVIDENCE AND/OR PERFECT THE SECURITY INTERESTS GRANTED AND/OR
CONTEMPLATED HEREBY AND TO EFFECTUATE THE TERMS OF THIS AGREEMENT.
7.02
LIENS AND ENCUMBRANCES.
NO BORROWER SHALL:
(A) EXECUTE A NEGATIVE PLEDGE AGREEMENT WITH ANY PERSON (OTHER THAN LENDER)
COVERING ANY OF THE COLLATERAL, OR (B) CAUSE OR PERMIT OR AGREE OR CONSENT TO
CAUSE OR PERMIT IN THE FUTURE (UPON THE HAPPENING OF A CONTINGENCY OR OTHERWISE)
ANY PROPERTY OF BORROWERS, INCLUDING; WITHOUT LIMITATION, THE COLLATERAL,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO BE SUBJECT TO ANY LIEN, CLAIM OR
ENCUMBRANCE OTHER THAN THOSE OF LENDER AND PERMITTED LIENS.
7.03
NEGATIVE PLEDGE.
NO BORROWER (OTHER THAN
CLARIENT) SHALL PERMIT A LIEN OR SECURITY INTEREST TO EXIST ON ITS CAPITAL
STOCK.
NO BORROWER SHALL PERMIT, PLEDGE OR GRANT A LIEN OR SECURITY INTEREST TO
EXIST ON THE CAPITAL STOCK OF ITS SUBSIDIARIES.
7.04
TRANSACTIONS WITH AFFILIATES OR SUBSIDIARIES.
(A)
NO BORROWER SHALL ENTER INTO ANY TRANSACTION
WITH ANY SUBSIDIARY OR OTHER AFFILIATE (OTHER THAN ANOTHER BORROWER) INCLUDING,
WITHOUT LIMITATION, THE PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY, OR THE
LOANING, CAPITALIZATION OR GIVING OF FUNDS TO ANY SUCH AFFILIATE OR ANY
SUBSIDIARY, UNLESS (I) SUCH SUBSIDIARY OR AFFILIATE IS ENGAGED IN A BUSINESS
SUBSTANTIALLY RELATED TO THE BUSINESS CONDUCTED BY SUCH BORROWER, (II) THE
TRANSACTION IS IN THE ORDINARY COURSE OF AND PURSUANT TO THE REASONABLE
REQUIREMENTS OF SUCH BORROWER'S BUSINESS AND UPON TERMS SUBSTANTIALLY THE SAME
AND NO LESS FAVORABLE TO SUCH BORROWER AS IT WOULD OBTAIN IN A COMPARABLE ARM'S
LENGTH TRANSACTIONS WITH ANY PERSON NOT AN AFFILIATE OR A SUBSIDIARY, AND
(III) SUCH TRANSACTION IS NOT PROHIBITED HEREUNDER.
NOTWITHSTANDING THE
FOREGOING, BORROWERS MAY ENGAGE IN EACH OF THE TRANSACTIONS NOTED ON SCHEDULE
7.04(A) HERETO, IN EACH CASE TO THE EXTENT (AS APPLICABLE) NOT PROHIBITED UNDER
THE SUBORDINATION AGREEMENTS AND NOT OTHERWISE PROHIBITED HEREUNDER.
(B)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF
LENDER AND EXCEPT WITH RESPECT TO THE SUBSIDIARIES LISTED ON SCHEDULED 2.10
HERETO, NO BORROWER SHALL CREATE OR ACQUIRE ANY SUBSIDIARY OR OWN ANY CAPITAL
STOCK IN ANY PERSON
IN THE EVENT THAT LENDER PERMITS THE FOREGOING, LENDER MAY,
IN ITS SOLE DISCRETION, REQUIRE THAT SUCH PERSON BECOMES A BORROWER HEREUNDER.
7.05
GUARANTEES.
NO BORROWER SHALL BECOME OR BE
LIABLE, DIRECTLY OR INDIRECTLY, PRIMARY OR SECONDARY, MATURED OR CONTINGENT, IN
ANY MANNER, WHETHER AS GUARANTOR, SURETY, ACCOMMODATION MAKER, OR OTHERWISE, FOR
THE