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� � 89~ �.�1E8�� 2. Millard shall maintaiti, on a combined basis, Working Capital of at leeat �3,50U,WU. � 3. Mlllard ahRLt, on a combined baeie, maintain a ratio of Net Tanglb�e Aeaeta to Funded Debt of at least 1,50 to 1. Q. MWard ahc!! maintain, on s combined basie, a Net Worth o£ not lesa than �24,000,000. 5uch minlmum Net Wartli requiremen# ahall increase by nut leae than 50� of combined net lncome of Mlllsrd beginnina with the fiecal year ending December 31� 1990. 5. Wllhout coneent of Mprtgegee� Millard shall inour n�o addition�l Funded Debt other than the loens to Borrowers inourred contemporaneously with the delivery of the Mortgage uxiless, after giving effact thereto, Mlllard remaina in complianoe with all of the epeeial requirementa and restrictions set forth in this Exhibit "B". 6. Wlthout the conaent of the Mortgagee, Millard or any constftu- ent entity thereof ahall enter into no capitalized lease agree- menta of any type, whether as lessor or lessee, and a�o eale and lease baok arrangementa of ea�y kind, except that in the event the annual capitalized lease payments do not in the aggregate exceed 5$ of Net Tangible Aeseta of Millard, on a combined basis, then Millard or any constituent entity thereof in such event may enter into such lease agreemente but only so long as such limitation upon the amount of capitalized lease � ' payments ia not exceeded; provided, howevAr, that leaae '. ; agreementa relating to Miliard's rolling stock shall be permitted '�� . without limitation. `�� - ��:. ; ?. Mortgagor shall not merge or consolldate with eny other entity `-•-' or corporation, without the prior written conaent of Mortgagee, .,.;`• provided, however, that the Mortgagor ahall be permitted to _ merge with any one or more of the entitiea comprfaing Iui�llerd _ or to change ita status from partnerahip to a corporation (if ; appllcable) so long ae (a) Millard remaias in compliance with = the financial covenant requirementa pravided far in para- � graphs 1, 2, 3, and 4 of these additional ar specisl require- ments and restrictiona as set forth in this Exhibit "B" (b) the � entity surviving such merger or change shall assume all ob19- � � � g�t±ons of the Mortgagor under the Note (as defined ia the � Mortgage) and the Mortgage and (c) Mortgagee shsll be fur- '�� ' ; nished with an opinion of counsel satisfactory ta Mortgagee ,� that the documents effecting such assumption have been duly _ suthorized, executed and delivered and constitute a valid and - - binding agreement or agreements of the obligor or obligors � � thereunder. � 8. Millard ( or any constituent entity thereof) shall not make any distribution of. partnership asseta or declare any dividenda, 3 U ;_,__�__ � , Y � � � � ti _ � . �Y �. ;` � �