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.
5.6
INDEBTEDNESS FOR BORROWED MONEY. BORROWER WILL NOT INCUR ANY INDEBTEDNESS
FOR BORROWED MONEY, EXCEPT TO TRADE BANK AND EXCEPT FOR 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.
VI.
EVENTS OF DEFAULT AND REMEDIES
6.1
EVENTS OF DEFAULT. THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL CONSTITUTE
AN "EVENT OF DEFAULT":
(A)
FAILURE TO MAKE PAYMENTS WHEN DUE. BORROWER'S FAILURE TO PAY
PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS WHEN DUE UNDER ANY LOAN DOCUMENT.
(B)
FAILURE TO PERFORM OBLIGATIONS. ANY FAILURE BY BORROWER TO COMPLY
WITH ANY COVENANT OR OBLIGATION IN THIS AGREEMENT OR IN ANY LOAN DOCUMENT (OTHER
THAN THOSE REFERRED TO IN SUBSECTION (A)ABOVE), AND SUCH DEFAULT SHALL CONTINUE
FOR A PERIOD OF TWENTY CALENDAR DAYS FROM THE EARLIER OF (I) BORROWER'S FAILURE
TO NOTIFY TRADE BANK OF SUCH EVENT OF