its good faith judgment), whether now existing or entered into in
the future; provided, however, that the failure of Borrower to obtain such
consent or waiver after taking commercially reasonable steps to do so shall not
constitute an Event of Default hereunder.
6.11
LITIGATION COOPERATION.
FROM THE DATE HEREOF AND
CONTINUING THROUGH THE TERMINATION OF THIS AGREEMENT, MAKE AVAILABLE TO BANK,
WITHOUT EXPENSE TO 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.
6.12
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; (C) IN CONNECTION WITH PERMITTED LIENS AND PERMITTED
INVESTMENTS; AND (D) TRANSFERS HAVING AN AGGREGATE VALUE OF LESS THAN $500,000
IN ANY FISCAL YEAR.
7.2
CHANGES IN BUSINESS, MANAGEMENT, OWNERSHIP,
CONTROL, OR BUSINESS LOCATIONS.
(A) ENGAGE IN OR PERMIT ANY OF ITS
SUBSIDIARIES, IF ANY, 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) HAVE A
CHANGE IN
MANAGEMENT THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE OR PERMIT OR SUFFER A CHANGE IN CONTROL.
BORROWER SHALL NOT, AND SHALL
NOT PERMIT ANY GUARANTOR TO, (I) WITHOUT GIVING WRITTEN NOTICE TO BANK NO LATER
THAN THIRTY (30) DAYS AFTERWARDS, ADD ANY NEW OFFICES OR BUSINESS LOCATIONS,
INCLUDING WAREHOUSES (UNLESS SUCH NEW OFFICES OR BUSINESS LOCATIONS CONTAIN LESS
THAN $250,000 IN BORROWER'S ASSETS OR PROPERTY), AND (II) WITHOUT AT LEAST
THIRTY (30) DAYS PRIOR NOTICE TO BANK: (1) CHANGE ITS JURISDICTION OF
ORGANIZATION, (2) CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, (3) CHANGE ITS
LEGAL NAME, OR (4) CHANGE ANY ORGANIZATIONAL NUMBER (IF ANY) ASSIGNED BY ITS
JURISDICTION OF ORGANIZATION.
15
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 FOR CASH;
PROVIDED THAT, ANY MERGER, CONSOLIDATION OR ACQUISITION FOR NON-CASH
CONSIDERATION SHALL NOT CAUSE A VIOLATION OF SECTION 6.9 ON A PRO FORMA BASIS.
A SUBSIDIARY MAY MERGE OR CONSOLIDATE INTO ANOTHER SUBSIDIARY OR INTO BORROWER;
PROVIDED THAT WITH RESPECT TO MERGERS OF A SUBSIDIARY INTO THE BORROWER, THE
BORROWER WILL REMAIN IN