SO USED.) IF BORROWER FAILS TO PROVIDE OR PAY FOR ANY
INSURANCE, TRADE BANK MAY, BUT IS NOT OBLIGATED TO, OBTAIN THE INSURANCE AT
BORROWER'S EXPENSE.
4.8
FURTHER ASSURANCES. AT TRADE BANK'S REQUEST AND IN FORM AND
SUBSTANCE SATISFACTORY TO TRADE BANK, EXECUTE ALL DOCUMENTS AND TAKE ALL SUCH
ACTIONS AT BORROWER'S EXPENSE AS TRADE BANK MAY DEEM REASONABLY NECESSARY OR
USEFUL TO PERFECT AND MAINTAIN TRADE BANK'S PERFECTED SECURITY INTEREST IN THE
COLLATERAL AND IN ORDER TO FULLY CONSUMMATE ALL OF THE TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS.
V.
NEGATIVE COVENANTS
Borrower covenants that so long as Trade Bank remains committed to make any
Credit Extensions to Borrower and until all Obligations and Credit Extensions
have been paid, Borrower will not:
5.1
MERGE OR CONSOLIDATION, TRANSFER OF ASSETS. MERGE INTO OR
CONSOLIDATE WITH ANY OTHER ENTITY; MAKE ANY SUBSTANTIAL CHANGE IN THE NATURE OF
BORROWER'S BUSINESS AS CONDUCTED AS OF THE DATE HEREOF; ACQUIRE ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF ANY OTHER ENTITY; NOR SELL, LEASE, TRANSFER
OR OTHERWISE DISPOSE OF ALL OR A SUBSTANTIAL OR MATERIAL PORTION OF BORROWER'S
ASSETS EXCEPT IN THE ORDINARY COURSE OF ITS BUSINESS.
5.2
USE OF PROCEEDS. BORROWER WILL NOT USE THE PROCEEDS OF ANY CREDIT
EXTENSION EXCEPT FOR THE PURPOSES, IF ANY, SPECIFIED FOR SUCH CREDIT EXTENSION
IN THE SUPPLEMENT COVERING THE FACILITY UNDER WHICH SUCH CREDIT EXTENSION IS
MADE.
5
5.3
LIENS. MORTGAGE, PLEDGE, GRANT OR PERMIT TO EXIST A SECURITY
INTEREST IN, OR LIEN UPON, ALL OR ANY PORTION OF BORROWER'S ASSETS NOW OWNED OR
HEREAFTER ACQUIRED, EXCEPT ANY OF THE FOREGOING IN FAVOR OF TRADE BANK OR WHICH
IS EXISTING AS OF, AND DISCLOSED TO TRADE BANK IN WRITING PRIOR TO, THE DATE
HEREOF.
5.4
ACQUISITIONS OF ASSETS. BORROWER WILL NOT ACQUIRE ANY ASSETS OR
ENTER INTO ANY OTHER TRANSACTION OUTSIDE THE ORDINARY COURSE OF BORROWER'S
BUSINESS.
5.5
LOANS AND INVESTMENTS. BORROWER WILL NOT MAKE ANY LOANS OR
ADVANCES TO, OR INVESTMENTS IN, ANY PERSON OR ENTITY EXCEPT FOR ACCOUNTS
RECEIVABLE CREATED IN THE ORDINARY COURSE OF BORROWER'S BUSINESS AND ADDITIONAL
LOANS OR ADVANCES TO BORROWER'S EMPLOYEES IN AMOUNTS NOT TO EXCEED AN AGGREGATE
OF $250,000 OUTSTANDING AT ANY ONE TIME.
5.6
INDEBTEDNESS FOR BORROWED MONEY. BORROWER WILL NOT INCUR ANY
INDEBTEDNESS FOR BORROWED MONEY, EXCEPT (I) TO TRADE BANK, (II) UNSECURED
INDEBTEDNESS NOT TO EXCEED $250,000 IN THE AGGREGRATE AT ANY ONE TIME AND (III)
INDEBTEDNESS SUBORDINATED TO THE OBLIGATIONS BY AN INSTRUMENT OR AGREEMENT IN
FORM ACCEPTABLE TO TRADE BANK.
5.7
GUARANTEES. BORROWER WILL NOT GUARANTEE OR OTHERWISE BECOME LIABLE
WITH RESPECT TO THE OBLIGATIONS OF ANY OTHER PERSON OR ENTITY, EXCEPT FOR
ENDORSEMENT OF INSTRUMENTS FOR DEPOSIT INTO BORROWER'S ACCOUNT IN THE ORDINARY
COURSE OF BORROWER'S BUSINESS.
5.8
INVESTMENTS IN, OR ACQUISITIONS OF, SUBSIDIARIES. BORROWER WILL
NOT MAKE ANY INVESTMENTS IN, OR FORM OR ACQUIRE, ANY SUBSIDIARIES.
5.9
CAPITAL EXPENDITURES. BORROWER SHALL NOT MAKE ANY CAPITAL
EXPENDITURES IN BORROWER'S FISCAL YEAR 2005 IN AN AGGREGATE AMOUNT IN EXCESS OF
$4,500,000 AND IN AN