Borrower shall not do any of the following without Bank's prior written consent:
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, INCLUDING
THE INTELLECTUAL PROPERTY, EXCEPT FOR TRANSFERS OF (A) INVENTORY IN THE ORDINARY
COURSE OF BUSINESS; (B) NON-EXCLUSIVE LICENSES AND SIMILAR ARRANGEMENTS FOR THE
USE OF THE PROPERTY OF BORROWER OR ITS SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS; OR (C) WORN-OUT OR OBSOLETE EQUIPMENT.
BORROWER SHALL NOT ENTER INTO
AN AGREEMENT WITH ANY PERSON OTHER THAN BANK WHICH RESTRICTS THE SUBSEQUENT
GRANTING OF A SECURITY INTEREST IN THE INTELLECTUAL PROPERTY.
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
REASONABLY RELATED THERETO, OR HAVE A MATERIAL CHANGE IN ITS OWNERSHIP (OTHER
THAN BY THE SALE OF BORROWER'S EQUITY SECURITIES IN A PUBLIC OFFERING) OR
MANAGEMENT.
BORROWER SHALL NOT, WITHOUT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN
NOTICE TO BANK: (A) RELOCATE ITS CHIEF EXECUTIVE OFFICE, OR ADD ANY NEW OFFICES
OR BUSINESS LOCATIONS, INCLUDING WAREHOUSES (UNLESS SUCH NEW OFFICES OR BUSINESS
LOCATIONS CONTAIN LESS THAN FIVE THOUSAND DOLLARS ($5,000.00) IN BORROWER'S
ASSETS OR PROPERTY), OR (B) CHANGE ITS JURISDICTION OF ORGANIZATION, OR (C)
CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, OR (D) CHANGE ITS LEGAL NAME, OR
(E) 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.
NOTWITHSTANDING THE FOREGOING, BORROWER MAY MERGE WITH OR BE ACQUIRED BY A NEW
YORK STOCK EXCHANGE ("NYSE") OR NASDAQ NATIONAL MARKET ("NASDAQ") LISTED COMPANY
(OR WHOLLY-OWNED DIRECT OR INDIRECT SUBSIDIARY OF SAME) IN A TRANSACTION IN
WHICH THE CONSIDERATION CONSISTS OF CASH OR SECURITIES LISTED ON THE NYSE OR
NASDAQ AND IN WHICH THE ACQUIRING COMPANY CAUSES ALL OBLIGATIONS TO BE PAID
CONTEMPORANEOUSLY WITH THE CLOSING OF SUCH TRANSACTION.
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, INCLUDING THE INTELLECTUAL 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.
(A) DIRECTLY OR
INDIRECTLY ACQUIRE OR OWN ANY PERSON, OR MAKE ANY INVESTMENT IN ANY PERSON,
OTHER THAN PERMITTED INVESTMENTS, OR PERMIT ANY