IN INVESTMENTS OF THE TYPES DESCRIBED IN SUBSECTIONS (A), (B), (C) AND
(E) OF THIS SECTION 7.11;
(H)
INVESTMENTS CONSISTING OF LOANS, ADVANCES OR EXTENSIONS OF CREDIT
TO AFFILIATES MADE IN THE ORDINARY COURSE OF BUSINESS; AND
(I)
INVESTMENTS MADE PURSUANT TO HEDGING ARRANGEMENTS.
7.12
CHARTER DOCUMENTS AND BUSINESS TERMINATION.
(A)
ISSUE, SELL OR COMMIT TO ISSUE OR SELL ANY SHARES OF ITS CAPITAL
STOCK OF ANY CLASS, OR OTHER EQUITY OR INVESTMENT SECURITY,
(B)
AMEND OR OTHERWISE MODIFY ITS CORPORATE CHARTER OR OTHERWISE
CHANGE ITS CORPORATE STRUCTURE IN ANY MANNER WHICH WILL HAVE A MATERIALLY
ADVERSE EFFECT ON THE COMPANY'S CONDITION, FINANCIAL OR OTHERWISE, OR WHICH WILL
HAVE A MATERIAL ADVERSE EFFECT UPON THE COMPANY'S ABILITY TO PERFORM, PROMPTLY
AND FULLY, ITS OBLIGATIONS HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS,
OR
(C)
TAKE ANY ACTION WITH A VIEW TOWARD ITS DISSOLUTION, LIQUIDATION OR
TERMINATION, OR, IN FACT, DISSOLVE, LIQUIDATE OR TERMINATE ITS EXISTENCE.
7.13
CHANGES IN ACCOUNTING METHODS.
MAKE ANY CHANGE IN ITS ACCOUNTING
METHOD AS IN EFFECT ON THE DATE OF THIS AGREEMENT OR CHANGE ITS FISCAL YEAR
ENDING DATE FROM DECEMBER 31, UNLESS SUCH CHANGES (A) ARE REQUIRED FOR
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND, IN SUCH EVENT, THE
COMPANY WILL GIVE PRIOR WRITTEN NOTICE OF EACH SUCH CHANGE TO THE LENDER OR (B)
OR IF NOT SO REQUIRED, ARE IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND HAVE THE PRIOR WRITTEN APPROVAL OF THE LENDER WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD.
7.14
NO SALES, LEASES OR DISPOSITIONS OF PROPERTY.
EXCEPT IN THE
ORDINARY COURSE OF ITS BUSINESS, SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF
ALL OR ANY MATERIAL PORTION OR PORTIONS OR INTEGRAL PART OF ITS PROPERTIES OR
ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED (WHETHER IN A SINGLE TRANSACTION
OR IN A SERIES OF TRANSACTIONS), OR ENTER INTO ANY ARRANGEMENT, DIRECTLY OR
INDIRECTLY, WITH ANY PERSON, WHEREBY IT SHALL SELL OR TRANSFER ANY OF ITS
PROPERTIES OR ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND THEREAFTER
RENT OR LEASE AS LESSEE SUCH PROPERTY OR ANY PART THEREOF WHICH IT INTENDS TO
USE FOR SUBSTANTIALLY THE SAME PURPOSE OR PURPOSES AS THE PROPERTY SOLD OR
TRANSFERRED.
7.15
CHANGES IN BUSINESS OR ASSETS.
MAKE ANY SUBSTANTIAL CHANGE (A) IN
THE NATURE OF ITS BUSINESS AS NOW CONDUCTED, OR (B) IN THE USE OF ITS PROPERTY
AS NOW USED AND PROPOSED TO BE USED.
39
7.16
CHANGES IN OFFICE OR INVENTORY LOCATION.
CHANGE THE ADDRESS AND/OR
LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF BUSINESS OR THE
PLACE WHERE IT KEEPS ITS BOOKS AND RECORDS OR ITS INVENTORY TO A LOCATION
OUTSIDE THE STATE OF OHIO UNLESS, PRIOR TO ANY SUCH CHANGE, THE COMPANY SHALL
EXECUTE AND CAUSE TO BE EXECUTED SUCH ADDITIONAL AGREEMENTS AND/OR LIEN
INSTRUMENTS AS THE LENDER MAY REASONABLY REQUEST TO CONFORM WITH THE PROVISIONS
HEREOF AND THE TRANSACTIONS AND PERFECTED LIENS IN THE COLLATERAL CONTEMPLATED
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
7.17
SPECIAL NEGATIVE COVENANTS