any actions that Borrower is required under this Section 6.8 to take but which
Borrower fails to take, after 15 days' notice to Borrower.
(g) Borrower shall reimburse and indemnify Bank for all
reasonable costs and reasonable expenses incurred in the reasonable exercise of
its rights under this Section 6.8.
6.9 Chase Lockbox. Borrower shall use its best efforts to obtain a
control agreement in favor of Bank that is executed by Chase Bank on the lockbox
and related deposit account of Borrower held with Chase Bank.
6.10 Further Assurances. At any time and from time to time Borrower
shall execute and deliver such further instruments and take such further action
as may reasonably be requested by Bank to effect the purposes of this Agreement.
6.11 Weekly Reporting. During any period of time that the Adjusted
Tangible Net Worth of Guarantor is less than $21,000,000, Borrower shall deliver
the information described in Section 6.2(j) on the second Business Day of each
calendar week for the immediately preceding calendar week.
7. NEGATIVE COVENANTS.
Borrower covenants and agrees that, so long as any credit hereunder shall
be available and until the outstanding Obligations are paid in full or for so
long as Bank may have any commitment to make any Credit Extensions, Borrower
will not do any of the following without Bank's prior written consent, which
shall not be unreasonably withheld:
7.1 Dispositions. Convey, sell, lease, license, transfer or
otherwise dispose of (collectively, to "Transfer"), or permit any of its
Subsidiaries to Transfer, all or any part of its business or property, other
than Permitted Transfers.
7.2 Change in Name, Location or Executive Office, Change in
Business; Change in Fiscal Year; Change in Control. Change its name,
Organizational Jurisdiction, or relocate its chief executive office without 30
days prior written notification to Bank; engage in any business, or permit any
of its Subsidiaries to engage in any business, other than or reasonably related
or incidental to the businesses currently engaged in by Borrower; change its
fiscal year end; have a Change in Control.
7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of
its Subsidiaries to merge or consolidate, with or into any other business
organization (other than mergers or consolidations of a Subsidiary into another
Subsidiary or into Borrower or Guarantor), or acquire, or permit any of its
Subsidiaries to acquire, all or substantially all of the capital stock or
property of another Person (other than acquisitions by Borrower, Guarantor or a
Subsidiary of an existing Subsidiary's capital stock or property) except where
(i) such transactions do not in the aggregate exceed $250,000 and (ii) no Event
of Default has occurred, is continuing or would exist after giving effect to the
transactions.
7.4 Indebtedness. Create, incur, assume, guarantee or be or remain
liable with respect to any Indebtedness, or permit any Subsidiary so to do,
other than Permitted Indebtedness, or prepay any Indebtedness or take any
actions which impose on Borrower an obligation to prepay any Indebtedness,
except Indebtedness to Bank, if either before or after giving effect to such
prepayment, an Event of Default has occurred and is continuing.
7.5 Encumbrances. Create, incur, assume or allow any Lien with
respect to any of its property, or assign or otherwise convey any right to
receive income, including the sale of any Accounts, or permit any of its
Subsidiaries so to do, except for Permitted Liens, or covenant to any other
Person that Borrower in the future will refrain from creating, incurring,
assuming or allowing any Lien with respect to any of Borrower's property.
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