TRANSFERS, OR INSTRUCTIONS OR DOCUMENTS RELATING TO THE
COLLATERAL, AND SUCH OTHER INSTRUMENTS AS AGENT MAY REQUEST, IN ORDER THAT THE
FULL INTENT OF THIS AGREEMENT MAY BE CARRIED INTO EFFECT.
6.7.
PAYMENT OF INDEBTEDNESS.
PAY, DISCHARGE OR OTHERWISE SATISFY AT
OR BEFORE MATURITY (SUBJECT, WHERE APPLICABLE, TO SPECIFIED GRACE PERIODS AND,
IN THE CASE OF THE TRADE PAYABLES, TO NORMAL PAYMENT PRACTICES) ALL ITS
OBLIGATIONS AND LIABILITIES OF WHATEVER NATURE, EXCEPT WHEN THE FAILURE TO DO SO
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR WHEN THE
AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND EACH BORROWER SHALL HAVE PROVIDED FOR SUCH RESERVES
AS AGENT MAY REASONABLY DEEM PROPER AND NECESSARY, SUBJECT AT ALL TIMES TO ANY
APPLICABLE SUBORDINATION ARRANGEMENT IN FAVOR OF LENDERS.
6.8.
STANDARDS OF FINANCIAL STATEMENTS.
CAUSE ALL FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, AND 9.13 AS TO WHICH
GAAP IS APPLICABLE TO BE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS (SUBJECT,
IN THE CASE OF INTERIM FINANCIAL STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES) AND TO BE PREPARED IN REASONABLE
DETAIL AND IN ACCORDANCE WITH GAAP APPLIED CONSISTENTLY THROUGHOUT THE PERIODS
REFLECTED THEREIN (EXCEPT AS CONCURRED IN BY SUCH REPORTING ACCOUNTANTS OR
OFFICER, AS THE CASE MAY BE, AND DISCLOSED THEREIN).
6.9.
FEDERAL SECURITIES LAWS.
PROMPTLY NOTIFY AGENT IN WRITING IF ANY
BORROWER (OTHER THAN CROCS) OR ANY OF ITS SUBSIDIARIES (I) REGISTERS ANY
SECURITIES UNDER THE EXCHANGE ACT OR (II) FILES A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT.
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6.10.
POST CLOSING CONDITIONS.
(A)
BORROWERS SHALL DELIVER TO AGENT, WITHIN 30 DAYS OF THE CLOSING
DATE, A LIEN WAIVER AGREEMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT, FOR THE COLLATERAL LOCATED AT THE LOCATIONS SET FORTH ON SCHEDULE 4.5,
EACH EXECUTED BY THE OWNER OF SUCH PROPERTY IN FAVOR OF AGENT, PROVIDED HOWEVER,
THAT FAILURE TO OBTAIN SUCH LIEN WAIVER AGREEMENT SHALL NOT BE DEEMED AN EVENT
OF DEFAULT HEREUNDER, PROVIDED FURTHER THAT, BORROWERS ACKNOWLEDGE THAT AGENT
SHALL HAVE THE RIGHT TO IMPOSE A RESERVE UNDER THE FORMULA AMOUNT IN AN AMOUNT
NOT LESS THAN THREE MONTHS RENT DUE UNDER THE LEASE FOR SUCH PROPERTY.
(B)
BORROWERS SHALL DELIVER TO AGENT, WITHIN 30 DAYS OF THE CLOSING
DATE, A DEPOSIT ACCOUNT CONTROL AGREEMENT AMONG AGENT, BORROWERS AND EACH OF (I)
AMERICAN SAVINGS BANK, (B) BANK OF AMERICA, (C) JP MORGAN CHASE, (D) PITTSBURGH
NATIONAL BANK, AND (E) WELLS FARGO BANK, SUCH AGREEMENTS TO BE IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT IN ITS PERMITTED DISCRETION.
VII.
NEGATIVE COVENANTS.
No Borrower shall, until satisfaction in full of the Obligations and termination
of this Agreement:
7.1.
MERGER, CONSOLIDATION, ACQUISITION AND SALE OF ASSETS.
(A)
ENTER INTO ANY MERGER, CONSOLIDATION OR OTHER REORGANIZATION WITH
OR INTO ANY OTHER PERSON OR ACQUIRE ALL OR A SUBSTANTIAL PORTION OF THE ASSETS
OR EQUITY INTERESTS OF ANY PERSON OR PERMIT ANY OTHER PERSON TO CONSOLIDATE WITH
OR