Common use of Ordinary Conduct of Business Clause in Contracts

Ordinary Conduct of Business. Each of the Borrowers shall not, and shall cause each of the Subsidiaries not to: (a) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing Documents; (b) change its name or take any action that might adversely affect the Liens created by the Security Documents; (c) enter into any partnership, profit-sharing or royalty agreement, or other similar arrangement whereby its income or profits are, or might be, shared with any other Person; (d) create any subsidiaries, except for: (A) the subsidiaries disclosed in Schedule 3.01(d)(i); (B) subsidiaries formed for the purposes of the Corporate Expansion Plan; and (C) subsidiaries formed by PriceSmart in similar lines of business as the Borrowers; (e) except for Back-to-Back Loans, make or permit to exist any loans or advances to, or assume, guarantee, endorse, or otherwise become directly or contingently liable for, any obligation, Indebtedness of, any Person, other than the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated debt securities; (f) enter into any Derivative Transactions other than those permitted pursuant to Section 7.02(g); (g) fail to maintain its corporate existence and its right to carry on its operations; (h) adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability under or obligation to contribute to, any Plan or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by applicable law or other non-material post-retirement welfare benefits; (i) allow the Central Office Expenditures (before Charge-backs) to exceed nineteen million two hundred thousand Dollars ($19,200,000) or two and one-half per cent (2.5%) of sales, whichever is greater, during the life of the Loan; (j) change the nature or scope of the Project, the Corporate Expansion Plan or change the nature of its business or operations; (k) terminate, amend or grant any waiver with respect to any provision of: (i) the IFC A Loan Agreement and the IFC C Loan Agreement; or (ii) any document evidencing or securing any other senior loan set forth under the Corporate Financial Plan; and (l) terminate, waive or materially amend any license agreements, trademarks or similar agreements set forth in Schedule 3.01(j).

Ordinary Conduct of Business. Each of the Borrowers The Borrower shall not, and shall cause each of the Subsidiaries not to: (a) engage in any business other than its present business activities and those related to the Project; (b) materially change the nature or scope of the Project; (c) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing Documents; (bd) materially change its name or take any action that might adversely affect the Liens created by the Security Documentscapitalization; (ce) except as contemplated in the Stock Purchase Agreement, the JOA and the Inter-Purchaser Agreement, enter into any partnership, joint venture, profit-sharing or royalty agreement, agreement or other similar arrangement whereby its the Borrower's income or profits are, or might be, shared with any other Person; (df) create except as contemplated in the Stock Purchase Agreement, the JOA and the Inter-Purchaser Agreement, form any subsidiaries, except for: (A) the subsidiaries disclosed in Schedule 3.01(d)(i); (B) subsidiaries formed for the purposes of the Corporate Expansion Plan; and (C) subsidiaries formed by PriceSmart in similar lines of business as the Borrowers; (e) except for Back-to-Back Loanspurchase any equity securities of, make or permit to 50 exist any loans or advances to, invest or acquire any interest whatsoever in, or assume, guarantee, endorse, endorse or otherwise become directly or contingently liable for, for any obligation, obligation or Indebtedness of, any Person, other than (i) the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated debt securities; securities and (fii) enter into loans and advances to employees in the ordinary course of business, in an aggregate outstanding principal amount not to exceed $200,000 at any Derivative Transactions other than those time; provided, however, notwithstanding the foregoing, that the Borrower shall be permitted pursuant to acquire all the stock or all or a portion of the Interests of Kufpec subject to the satisfaction of the conditions set forth in Articles V and VIII; and, provided further that, anything in the Inter-Purchaser Agreement to the contrary notwithstanding, the Borrower shall not make any loans or advances to the Other Borrower except, so long as the Other Loan remains outstanding, loans in an aggregate principal amount not to exceed the amount required to comply with the Borrower's obligations under Section 7.02(g);9.13; or (g) fail to maintain its corporate existence and its right to carry on its operations; (h) adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability under or obligation to contribute to, any Plan or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by applicable law or other non-material post-retirement welfare benefits; (i) allow the Central Office Expenditures (before Charge-backs) to exceed nineteen million two hundred thousand Dollars ($19,200,000) or two and one-half per cent (2.5%) of sales, whichever is greater, during the life of the Loan; (j) change the nature or scope of the Project, the Corporate Expansion Plan or change the nature of its business or operations; (k) terminate, amend or grant any waiver with respect to any provision of: (i) the IFC A Loan Agreement and the IFC C Loan Agreement; or (ii) any document evidencing or securing any other senior loan set forth under the Corporate Financial Plan; and (l) terminate, waive or materially amend any license agreements, trademarks or similar agreements set forth in Schedule 3.01(j).

Ordinary Conduct of Business. Each of the Borrowers The Borrower shall not, and shall cause each of the Subsidiaries not to: (a) engage in any business other than the Project; (b) change the Project in any material respect; (c) change its Charter Documents in a manner that would be inconsistent with the provisions of any of the Financing DocumentsTransaction Document; (bd) change its name or take any action that might adversely affect the Liens created by the Security Documents; (ce) other than the Original Project Documents and the other GoK Agreements, enter into any partnership, profit-sharing or royalty agreement, or other similar arrangement whereby its the Borrower’s income or profits are, or might be, shared with any other Person; (df) (i) create any subsidiaries, except for: (Aii) the subsidiaries disclosed in Schedule 3.01(d)(i); (B) subsidiaries formed for the purposes acquire by purchase or otherwise any of the Corporate Expansion Plan; and shares of capital stock, other equity interests, or assets of another Person, or (Ciii) subsidiaries formed by PriceSmart in similar lines of business as the Borrowers; (e) except for Back-to-Back Loans, make or permit to exist any loans or advances to, or assume, guarantee, endorse, or otherwise become directly or contingently liable for, any obligation, obligation or Indebtedness of, of any Person, Person other than the endorsement of negotiable instruments for collection in the ordinary course of business and the prudent investment of idle surplus funds in readily marketable Dollar-denominated debt securities; (f) enter into any Derivative Transactions other than those permitted pursuant to Section 7.02(g); (g) fail to maintain its corporate existence and its right to carry on its operations;; or (h) adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability under or obligation to contribute to, any Employee Benefit Plan, Guaranteed Pension Plan, or Multiemployer Plan or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by applicable law Applicable Law or other non-material post-retirement welfare benefits; (i) allow the Central Office Expenditures (before Charge-backs) to exceed nineteen million two hundred thousand Dollars ($19,200,000) or two and one-half per cent (2.5%) of sales, whichever is greater, during the life of the Loan; (j) change the nature or scope of the Project, the Corporate Expansion Plan or change the nature of its business or operations; (k) terminate, amend or grant any waiver with respect to any provision of: (i) the IFC A Loan Agreement and the IFC C Loan Agreement; or (ii) any document evidencing or securing any other senior loan set forth under the Corporate Financial Plan; and (l) terminate, waive or materially amend any license agreements, trademarks or similar agreements set forth in Schedule 3.01(j).