GENERAL44265

• Permit No: M1977376
• IBM Index Class Name: General Documents
• Doc Name: COVENANT SUPPLEMETN TO ACCOUNTS FINANCING AGREEMENT SECURITY AGREEMENT
• Media Type: D
• Archive: No

which are, and compliance with being, a continuing condition of
the making of loans to Borrower by Congress under the Accounts
Agreement or under any supplement thereto:
2.1 Subsidiaries and Affiliates.
(a) Borrower does not have any Subsidiaries as of the
date hereof except as set forth on Exhibit A hereto.
(b) Borrower will not form or acquire any Subsidiaries
without the prior written consent of Congress. In the event
Congress so consents, promptly upon such formation or acquisition:
Borrower will cause any such Subsidiary to execute and deliver to
Congress, in form and substance satisfactory to Congress and its
counsel: (i) an absolute and unconditional guarantee of payment of
any and all present and future Obligations oP Borrower to
Congress, (ii) a general security agreement granting to Congress a
first and only lien (except as otherwise consented to by Congress)
upon all of such Subsidiary's assets, (iii) related Uniform
Commercial Code Financing Statements, and (iv) such other
agreements, documents and instruments as Congress may require,
including, but not limited to, supplements and amendments hereto
and other loan agreements or instruments evidencing indebtedness
of such new Subsidiary to Congress.
2.2 Trade Names. Some of Borrower's invoices may from time
to time be rendered to customers under the trade names or
tradestyles listed on Exhibit B hereto (which, together with any
new trade names or tradestyles used after the date hereof are
referred to collectively as the 'Tradestyles' and individually, as
a 'Tradestyle'). As to the Tradestyles used by it, and the
related Accounts, Borrower hereby agrees that:
(a) Each Tradestyle is a trade name and style (and not
an independent corporation or other legal entity) by which
Borrower may identify and sell or lease certain of its goods or
services and conduct a portion of its business.
(b) All Accounts and proceeds thereof (including any
returned merchandise) which arise from the sale or lease of goods
or rendition of services invoiced under the Tradestyle shall be
owned solely by the Borrower and shall be subject to the security
interests of Congress and other terms of the Accounts Agreement
and the other Financing Agreements.
(c) All assignments or confirmatory schedules of
Accounts or chattel paper delivered to Congress by Borrower,
whether in the name of any of the Tradestyles or Borrower, shall
be executed by Borrower as owner of such assigned Accounts or
chattel paper, as the'case may be.
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