OWING TO THE BANK;
(B)
OBLIGATIONS OF THE BORROWER FOR TAXES, ASSESSMENTS, MUNICIPAL OR
OTHER GOVERNMENTAL CHARGES;
(C)
OBLIGATIONS OF THE BORROWER FOR ACCOUNTS PAYABLE, OTHER THAN FOR
MONEY BORROWED, INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(D)
ENDORSEMENT FOR COLLECTION OR DEPOSIT OF COMMERCIAL PAPER RECEIVED
IN THE ORDINARY COURSE OF BUSINESS; AND
(E)
PURCHASE MONEY INDEBTEDNESS SECURED BY THE ASSETS OF THE BORROWER
PURCHASED WITH THE PROCEEDS OF SUCH PURCHASE MONEY INDEBTEDNESS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $1,000,000.
7.2
ENCUMBRANCES.
THE BORROWER SHALL NOT, EITHER
DIRECTLY OR INDIRECTLY, CREATE, ASSUME, INCUR OR SUFFER OR PERMIT TO EXIST ANY
LIEN, SECURITY INTEREST OR CHARGE OF ANY KIND OR CHARACTER UPON ANY ASSET OF THE
BORROWER OR ITS SUBSIDIARIES, WHETHER OWNED AT THE DATE HEREOF OR HEREAFTER
ACQUIRED, EXCEPT FOR PERMITTED LIENS.
28
7.3
TRANSFER; MERGER; SALES.
THE BORROWER SHALL
NOT, WHETHER IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, (A) BE A
PARTY TO ANY MERGER OR CONSOLIDATION, OR PURCHASE OR OTHERWISE ACQUIRE ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR ANY CAPITAL SECURITIES OF ANY CLASS OF, OR
ANY PARTNERSHIP OR JOINT VENTURE INTEREST IN, ANY OTHER ENTITY, EXCEPT FOR
(I) ANY SUCH MERGER, CONSOLIDATION, SALE, TRANSFER, CONVEYANCE, LEASE OR
ASSIGNMENT OF OR BY ANY SUBSIDIARY INTO THE BORROWER OR INTO ANY OTHER DOMESTIC
SUBSIDIARY; (II) ANY SUCH PURCHASE OR OTHER ACQUISITION BY THE BORROWER OR ANY
DOMESTIC SUBSIDIARY OF THE ASSETS OR EQUITY INTERESTS OF ANY SUBSIDIARY,
(B) SELL, TRANSFER, CONVEY OR LEASE ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS OR
CAPITAL SECURITIES (INCLUDING THE SALE OF CAPITAL SECURITIES OF ANY SUBSIDIARY),
EXCEPT FOR SALES OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS, OR (C) SELL OR
ASSIGN, WITH OR WITHOUT RECOURSE, ANY RECEIVABLES.
7.4
INVESTMENTS, ACQUISITIONS, LOANS AND
ADVANCES.
THE BORROWER SHALL NOT DIRECTLY OR INDIRECTLY MAKE, RETAIN, OR HAVE
OUTSTANDING ANY INVESTMENTS (WHETHER THROUGH PURCHASE OF STOCK OR OBLIGATIONS OR
OTHERWISE) IN, OR LOANS OR ADVANCES TO, ANY OTHER PERSON OR ENTITY, OR ACQUIRE
ALL OR ANY SUBSTANTIAL PART OF THE ASSETS OR BUSINESS OF ANY OTHER PERSON OR
ENTITY OR DIVISION THEREOF; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
APPLY TO NOR OPERATE TO PREVENT:
(A)
INVESTMENTS IN DIRECT OBLIGATIONS OF THE UNITED STATES OF AMERICA
OR OF ANY AGENCY OR INSTRUMENTALITY THEREOF WHOSE OBLIGATIONS CONSTITUTE FULL
FAITH AND CREDIT OBLIGATIONS OF THE UNITED STATES OF AMERICA, PROVIDED THAT ANY
SUCH OBLIGATIONS SHALL MATURE WITHIN ONE YEAR OF THE DATE OF ISSUANCE THEREOF;
(B)
INVESTMENTS IN COMMERCIAL PAPER RATED AT LEAST P-1 BY MOODY'S
INVESTORS SERVICE, INC., AND AT LEAST A-1 BY STANDARD & POOR'S RATINGS SERVICES
GROUP MATURING WITHIN ONE YEAR OF THE DATE OF ISSUANCE THEREOF; OR
(C)
INVESTMENTS IN CERTIFICATES OF DEPOSIT ISSUED BY THE BANK OR BY
ANY UNITED STATES COMMERCIAL BANK HAVING CAPITAL AND SURPLUS OF NOT LESS THAN
$100,000,000 WHICH HAVE A MATURITY OF ONE YEAR OR LESS.
7.5
THIS SECTION HAS BEEN INTENTIONALLY OMITTED.
7.6
TRANSACTIONS WITH AFFILIATES.
THE BORROWER
SHALL NOT,