OF ANY APPLICABLE GRACE AND CURE PERIOD) UNDER ANY AGREEMENT OF ANY
BORROWER PARTY WITH ANY PERSON AND RELATING TO THE BORROWING OF MONEY.
(O)
BORROWER WILL COLLECT ITS ACCOUNTS AND SELL
ITS INVENTORY ONLY IN THE ORDINARY COURSE OF BUSINESS (EXCEPT IN CONNECTION WITH
PERMITTED TRANSFERS OF ASSETS).
(P)
BORROWER WILL:
(1)
FUND ALL ITS PLANS IN ACCORDANCE WITH NO
LESS THAN THE MINIMUM FUNDING STANDARDS OF SECTION 302 OF ERISA;
(2)
FURNISH BANK, UPON REQUEST, WITH COPIES OF
ALL REPORTS OR OTHER STATEMENTS FILED WITH THE UNITED STATES DEPARTMENT OF LABOR
OR THE INTERNAL REVENUE SERVICE WITH RESPECT TO ALL SUCH PLANS; AND
(3)
PROMPTLY ADVISE BANK OF THE OCCURRENCE OF
ANY REPORTABLE EVENT OR PROHIBITED TRANSACTION WITH RESPECT TO ANY SUCH PLAN.
(Q)
BORROWER WILL NOTIFY BANK PROMPTLY UPON
BORROWER (I) REGISTERING SECURITIES UNDER SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934 OR (II) FILING A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933.
9.2
Negative Covenants.
(A)
NO BORROWER WILL ENGAGE IN ANY BUSINESS OTHER
THAN THE PERMITTED LINES OF BUSINESS.
(B)
NO BORROWER WILL, WITHOUT BANK'S PRIOR
WRITTEN CONSENT, CHANGE ITS NAME, ENTER INTO ANY MERGER, CONSOLIDATION,
LIQUIDATION, REORGANIZATION OR RECAPITALIZATION, OR DISSOLVE.
(C)
NO BORROWER WILL, WITHOUT BANK'S PRIOR
WRITTEN CONSENT, SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF, OR ENTER INTO
ANY AGREEMENT TO SELL, LEASE, TRANSFER, ASSIGN OR OTHERWISE DISPOSE OF, ALL OR
ANY PART OF ITS ASSETS, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL (OTHER
THAN PERMITTED TRANSFERS OF ASSETS).
(D)
NO BORROWER WILL, WITHOUT BANK'S PRIOR WRITTEN
CONSENT, CONSUMMATE ANY ACQUISITION (OTHER THAN PERMITTED ACQUISITIONS).
(E)
EXCEPT FOR SUBSIDIARIES WITH A TANGIBLE NET
WORTH OF LESS THAN $1,000,000.00, NO BORROWER WILL, WITHOUT BANK'S PRIOR
CONSENT, CREATE, ACQUIRE OR OWN ANY SUBSIDIARY IN CONNECTION WITH AN ACQUISITION
OR OTHERWISE.
(F)
NO BORROWER WILL BECOME LIABLE, DIRECTLY OR
INDIRECTLY, AS GUARANTOR OR OTHERWISE FOR ANY OBLIGATION OF ANY OTHER PERSON,
PROVIDED THAT A BORROWER MAY GUARANTY INDEBTEDNESS OF ANY SUBSIDIARY SO LONG AS
SUCH GUARANTY DOES NOT OTHERWISE GIVE RISE TO A DEFAULT (AND FOR PURPOSES OF
THIS PARAGRAPH (F), SUCH CONTINGENT LIABILITY SHALL BE INCLUDED AS INDEBTEDNESS
OF BORROWER UNLESS THE SAME IS ALREADY REFLECTED AS INDEBTEDNESS ON A
CONSOLIDATED BASIS).
47
(G)
NO BORROWER WILL, DIRECTLY OR INDIRECTLY,
GRANT, MAKE, CREATE, INCUR, ASSUME OR SUFFER TO EXIST (OR ENTER INTO OR SUFFER
TO EXIST ANY AGREEMENT OR RESTRICTION THAT PROHIBITS OR CONDITIONS THE CREATION,
INCURRENCE OR ASSUMPTION OF), ANY LIEN UPON OR WITH RESPECT TO ANY PART OF THE
COLLATERAL, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR AGREE TO DO ANY OF THE
FOREGOING, OTHER THAN PERMITTED LIENS.
(H)
NO BORROWER WILL, WITHOUT BANK'S PRIOR WRITTEN
CONSENT, ISSUE, REDEEM, PURCHASE OR RETIRE ANY OF ITS EQUITY INTERESTS OR GRANT
OR ISSUE ANY WARRANT, RIGHT OR OPTION PERTAINING THERETO OR ANY OTHER SECURITY
CONVERTIBLE INTO ANY OF THE FOREGOING, NOR OTHERWISE PERMIT ANY VOLUNTARY
TRANSFER, SALE, REDEMPTION, RETIREMENT, OR OTHER CHANGE IN THE OWNERSHIP OF ANY
EQUITY INTERESTS OF BORROWER BY BORROWER