During the term of this Agreement, Debtor agrees that, without the prior express written consent of Bank, it will not do, nor will it permit any or all of its subsidiaries and/ or affiliates, if any, any or all of the following:
12.1 Create, incur, assume or suffer to exist any indebtedness for borrowed money except the Obligations to Bank, other than indebtedness set forth in a schedule provided by Debtor which is attached hereto and incor-
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
porated herein as though set forth in full in this paragraph.
12.2 Create, incur, assume or suffer to exist any mort
gage, lease, lien, pledge, charge or encumbrance of any
kind on any of its property other than in favor of Bank,
without first receiving express written approval of Bank,
except:
(a) liens for taxes, assessment or governmental charg
es being contested in good faith by appropriate proceed
ings and for which adequate reserves have been estab
lished;
(b) pledges or deposits to secure obligations under
workmen's compensation, unemployment insurance or
social security laws or similar legislation;
(c) deposits to secure performance of bids, tenders,
contracts, leases, or public or statutory obligations of
Debtor;
(d) materialman's, mechanic's, carrier's, workmen's or
other like liens in the ordinary course of Debtor's business,
or deposits to obtain the release of such liens;
(e) deposits to secure surety, appeal or custom's bonds
to which Debtor is a party;
(f) deposits as reserves for delinquent and/or contested
taxes; and
(g) those set forth in a schedule provided pursuant to
paragraph 10.9.
12.3 Make any loans or advances to or investments in
the securities of any other person, firm or corporation,
except investments in direct obligations of the United
States of America, or commercial paper or money market
investments acceptable to Bank.
12.4 Guarantee, assume, endorse, become surety to
or otherwise become directly or contingently liable in con
nection with or upon obligations of any person, firm, as
sociation or corporation, except the endorsement o£
Учебник коммерческого перевода. Английский язык
checks and other instruments for collection or similar transactions in the ordinary course of business.
12.5 Enter into any transaction of merger or consoli
dation or enter into the sale, lease, sale-leaseback, release,
or disposal of all or any part of its assets out of the ordinary
course of business or sell any Inventory or property below
Debtor's cost or dispose of any single item of Equipment
which at the time of such disposition has a fair market val
ue in excess of $__________ _.
12.6 Declare or pay any dividends except in the form
of capital stock of the Debtor or in any amount not to
exceed in the aggregate $____________ per annum. Additionally,
Debtor may not redeem, purchase or otherwise acquire any shares of its capital stock.
12.7 Lease, as lessee, real or personal property with an
aggregate annual rental in excess of $___________________.
12.8 Sell, assign or transfer any of its Accounts or any
of its contracts or subcontracts, or any interest therein.
12.9 Make capital expenditures for fixed assets in an
aggregate amount in excess of $__________________ annually dur
ing any fiscal period.
12.10 Substantially change the nature of its business or
its mode of operation.
12*11 Enter into any arrangement for the acquisition
of any real or personal property subject to any conditional
sale agreement or lease subject to purchase, or enter into
any other title retention agreement, during any annual fis
cal period of Debtor in an aggregate amount in excess of
$____________.
12.12 Create or have any subsidiaries or affiliates, oth
er than those listed in a schedule attached hereto and in
corporated herein.
12.13 Enter into any business or other transaction (i)
with any stockholder, partner or owner who owns 10 % or
more of any class or classes of the stock of Debtor, or (ii)
С. А. Семко, В. В. Сдобников, С. Н. Чекунова
with any affiliate and/or subsidiary of Debtor, except, in either case, on such terms and conditions as Debtor deals with independent parties at arms' length and, in either of such events, Debtor must provide Bank with a monthly list and description of all such transactions.
12.14 Enter into any transaction for the acquisition
of any business, firm or corporation, or substantially all
of the assets thereof, including, but not limited to, such
transaction on behalf of any affiliate and/or subsidiary of
Debtor.
12.15 Permit any of Debtor's Equipment to be removed
from Debtor's place (s) of business.
12.16 Permit any of the Collateral, as that term is de
fined in the Security Agreement (s), to be repossessed or
levied upon under any legal process.
12.17 Permit anything to be done that may impair the
value of any Collateral, as that term is defined in the Se
curity Agreement (s).
12.18 Expend or become obligated to expend for fixed
assets and improvements to its plant in excess of
$ during any fiscal year of Debtor.
12.19 Make any change in the Board of Directors or in
the five (5) most senior officer positions of management
of Debtor without first obtaining Bank's written consent,
which will not be unreasonably withheld.
