BANK, BORROWER AND ITS OFFICERS, EMPLOYEES AND AGENTS AND
BORROWER'S BOOKS AND RECORDS, TO THE EXTENT THAT BANK MAY DEEM THEM REASONABLY
NECESSARY TO PROSECUTE OR DEFEND ANY THIRD-PARTY SUIT OR PROCEEDING INSTITUTED
BY OR AGAINST BANK WITH RESPECT TO ANY COLLATERAL OR RELATING TO BORROWER.
6.10.
FURTHER ASSURANCES. BORROWER SHALL 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.
7.
NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank's prior written consent:
7.1.
DISPOSITIONS. CONVEY, SELL, LEASE, TRANSFER OR
OTHERWISE DISPOSE OF (COLLECTIVELY, "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 OR OBSOLETE EQUIPMENT; AND (C) IN CONNECTION WITH PERMITTED LIENS AND
PERMITTED INVESTMENTS.
7.2.
CHANGES IN BUSINESS, MANAGEMENT, CONTROL, 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) HAVE A CHANGE IN THE CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER, OR (II) PERMIT OR SUFFER ANY CHANGE IN CONTROL. BORROWER
SHALL NOT, WITHOUT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO BANK:
(1) ADD ANY NEW OFFICES OR BUSINESS LOCATIONS, INCLUDING WAREHOUSES (UNLESS SUCH
NEW OFFICES OR BUSINESS LOCATIONS CONTAIN LESS THAN TEN THOUSAND DOLLARS
($10,000) IN BORROWER'S ASSETS OR PROPERTY), (2) CHANGE ITS JURISDICTION OF
ORGANIZATION, (3) CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, (4) CHANGE ITS
LEGAL NAME, OR (5) CHANGE ANY ORGANIZATIONAL NUMBER (IF ANY) ASSIGNED BY ITS
JURISDICTION OF ORGANIZATION.
7.3.
MERGERS OR ACQUISITIONS. MERGE OR CONSOLIDATE,
OR PERMIT ANY OF ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY OTHER
PERSON, OR ACQUIRE, OR PERMIT ANY OF ITS SUBSIDIARIES TO ACQUIRE, ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR PROPERTY OF ANOTHER PERSON. A
SUBSIDIARY MAY MERGE OR CONSOLIDATE INTO ANOTHER SUBSIDIARY OR INTO BORROWER.
7.4.
INDEBTEDNESS. CREATE, INCUR, ASSUME, OR BE
LIABLE FOR ANY INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN
PERMITTED INDEBTEDNESS.
7.5.
ENCUMBRANCE. CREATE, INCUR, OR ALLOW ANY LIEN ON
ANY OF ITS PROPERTY, OR ASSIGN OR CONVEY ANY RIGHT TO RECEIVE INCOME, INCLUDING
THE SALE OF ANY ACCOUNTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO, EXCEPT FOR
PERMITTED LIENS, PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST PRIORITY
SECURITY INTEREST GRANTED HEREIN.
7.6.
MAINTENANCE OF COLLATERAL ACCOUNTS. MAINTAIN ANY
COLLATERAL ACCOUNT EXCEPT PURSUANT TO THE TERMS OF SECTION 6.6.(B) HEREOF.
7.7.
DISTRIBUTIONS; INVESTMENTS. (A) DIRECTLY OR
INDIRECTLY ACQUIRE OR OWN ANY PERSON, OR MAKE ANY INVESTMENT IN ANY PERSON,
OTHER THAN PERMITTED INVESTMENTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO; OR
(B) PAY ANY DIVIDENDS OR MAKE ANY DISTRIBUTION OR PAYMENT OR REDEEM, RETIRE OR
PURCHASE ANY CAPITAL STOCK