$2,000,000.00 for each quarter thereafter.
7
6.8
­INTELLECTUAL PROPERTY.
BORROWER SHALL COMPLY WITH ALL TERMS AND
CONDITIONS OF THE IP SECURITY AGREEMENT.
6.9
­FURTHER ASSURANCES.
BORROWER SHALL EXECUTE ANY FURTHER
INSTRUMENTS AND TAKE FURTHER ACTION AS BANK REASONABLY REQUESTS TO PERFECT OR
CONTINUE BANK'S SECURITY INTEREST IN THE COLLATERAL OR TO EFFECT THE PURPOSES OF
THIS AGREEMENT.
7.
­NEGATIVE COVENANTS
Borrower shall not do any of the following without the Bank's prior written
consent, which consent shall not be unreasonably withheld:
7.1
­DISPOSITIONS.
CONVEY, SELL, LEASE, TRANSFER 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 (I) OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS; (II) OF NON-EXCLUSIVE LICENSES AND
SIMILAR ARRANGEMENTS FOR THE USE OF THE PROPERTY OF BORROWER OR ITS SUBSIDIARIES
IN THE ORDINARY COURSE OF BUSINESS; OR (III) OF WORN-OUT OR OBSOLETE EQUIPMENT.
7.2
­CHANGES IN BUSINESS, OWNERSHIP, MANAGEMENT OR BUSINESS
LOCATIONS.
ENGAGE IN OR PERMIT ANY OF ITS SUBSIDIARIES TO ENGAGE IN ANY
BUSINESS OTHER THAN THE BUSINESSES CURRENTLY ENGAGED IN BY BORROWER OR HAVE A
MATERIAL CHANGE IN ITS OWNERSHIP OR MANAGEMENT.
BORROWER SHALL NOT, WITHOUT AT
LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO BANK: (I) RELOCATE ITS CHIEF
EXECUTIVE OFFICE, OR ADD ANY NEW OFFICES OR BUSINESS LOCATIONS (UNLESS SUCH NEW
OFFICES OR BUSINESS LOCATIONS CONTAIN LESS THAN FIVE THOUSAND DOLLARS
($5,000.00) IN BORROWER'S ASSETS OR PROPERTY), OR (II) CHANGE ITS JURISDICTION
OF ORGANIZATION, OR (III) CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, OR (IV)
CHANGE ITS LEGAL NAME, OR (V) 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, EXCEPT WHERE (I) SUCH TRANSACTIONS
DO NOT IN THE AGGREGATE EXCEED $3,000,000.00; (II) NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR WOULD EXIST AFTER GIVING EFFECT TO THE
TRANSACTIONS; AND (III) THE BORROWER IS THE SURVIVING LEGAL ENTITY.
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, OR PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE FIRST PRIORITY SECURITY
INTEREST GRANTED HEREIN.
THE COLLATERAL MAY ALSO BE SUBJECT TO PERMITTED LIENS.
7.6
­DISTRIBUTIONS; INVESTMENTS.
(I) 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; (II) MAKE
INFUSIONS OF
CAPITAL BY