Common use of Additional Negative Covenants Clause in Contracts

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debtbusiness, consistent with past practice (for clarity, without acceleration). (d) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (de) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (ef) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (fg) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (gh) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants From the date of this Agreement until the earlier of (i) six (6) months from the final Closing or (ii) the effective date of the Registration Statement, the Company will not and agrees thatwill not permit any of its Subsidiaries, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiaryto directly or indirectly: (ai) except as expressly contemplated engage in any business other than businesses engaged in or permitted hereunderproposed to be engaged in by the Company on the Closing Date or businesses similar thereto; (ii) merge or consolidate with any person or entity (other than mergers of wholly owned subsidiaries into the Company), purchaseor sell, buy back, redeem, retire, repurchase, cancel lease or otherwise acquire for cash any security dispose of its assets other than in the ordinary course of business involving an aggregate consideration of more than ten percent (10%) of the Corporation book value of its assets on a consolidated basis in any 12-month period, or liquidate, dissolve, recapitalize or reorganize; (including, without limitation options, warrants, conversion iii) incur any indebtedness for borrowed money or exchange privileges and similar rights become a guarantor or otherwise contingently liable for any such indebtedness in respect excess of sharesthree million dollars ($3,000,000), other than except for obligations incurred in the ordinary course of business; (iv) enter into any new agreement or make any amendment to any existing agreement, which by its terms would restrict the Company’s performance of its obligations to holders of the Purchased Securities pursuant to the terms and conditions this Agreement or any Transaction Documents; (v) enter into any agreement with any holder or prospective holder of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without Company providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution granting to such holder of registration rights, preemptive rights, special voting rights or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuerprotection against dilution; or (gvi) engage in during the conduct period ending two (2) years from the Initial Closing, re-pay principal, interest or finance charges of any business other than its business as existing kind whatsoever on the date related party debt of this Subscription Agreement approximately $7,700,000 (the “Related Party Debt”) listed on the Company’s financial statements for the quarter ended September 30, 2009, and do hereby guarantee that the related party holders of such debt shall not initiate any actions of default, foreclosure or in any related, ancillary or complimentary businessother form of enforcement arising from the Related Party Debt.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) ). or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-winding- up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than (i) as may be required by the Secured Trust Indenture in accordance with its terms, or (ii) pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) parties or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures or any Warrants remain outstanding, it will not, and will ensure that no Subsidiary: (a) 6.4.1 except as expressly contemplated or permitted hereunder, purchase, buy buys back, redeemredeems, retireretires, repurchaserepurchases, cancel cancels or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) 6.4.2 makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days days’ prior written notice; (c) 6.4.3 pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debtbusiness, consistent with past practice practices (for clarity, without acceleration) ), or enters into any transaction with any non-arm’s length parties other than on commercially reasonable unreasonable terms; (d) 6.4.4 except as expressly contemplated or permitted hereunder, make any payment to, or declare declares any amounts payable to, its shareholders, affiliates Affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary coursecourse of the Corporation’s business), including, without limitation, the declaration or payment of any dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) 6.4.5 guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including and the Investment and any Permitted Debt; (f) 6.4.6 enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary which is not a Material Subsidiary in the ordinary course of the Corporation’s business as an investment issuerbusiness; or (g) 6.4.7 engage in the or conduct of any business other than its business as currently conducted and existing on the date of this Subscription Agreement or Agreement, except in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstandingLead Holder, it will not, and will ensure that no Significant Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchasepurchases, buy buys back, redeemredeems, retireretires, repurchaserepurchases, cancel cancels or otherwise acquire acquires for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor Trustee with at least thirty (30) 30 days prior written notice; (c) transfers or issues, or permits the transfer or issuance of, any securities of any Significant Subsidiary to any Person that is not the Corporation or a Significant Subsidiary or allows any one thereof to cease to be a direct or indirect, as applicable, Subsidiary of the Corporation, provided that all such securities transferred or issued to the Corporation or a Significant Subsidiary shall be immediately pledged in accordance with a pledge agreements in favour of the Trustee for and on behalf of the holders of the Debentures and forthwith delivered to the Trustee; (d) pays out any shareholder loans or other Indebtedness Debt to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) parties or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (de) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Significant Subsidiaries and the Significant Subsidiaries may make payments among themselvesthemselves in the event that such Significant Subsidiaries have executed and delivered such Security Agreements, Guarantees and any and all other Collateral Documents as required by the Lead Holder from time to time and all security as required by the Lead Holder is in place against such Significant Subsidiaries and are otherwise in compliance in all respects with Section 6.26, Section 7.1 and Section 7.3; (ef) guarantee in the case of the Corporation, advance, transfer, loan to or otherwise pay to any Subsidiary that is not a Significant Subsidiary any proceeds of the Offering, provided that such Significant Subsidiary is in compliance in all respects with Section 6.26, Section 7.1 and Section 7.3; (g) guarantees the obligations of any other personPerson, directly or indirectly, other than obligations permitted by this Subscription AgreementIndenture, including any Permitted Debt; (fh) enter enters into or become becomes party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (gi) engage engages in the conduct of any business other than its business as existing on the date of this Subscription Agreement Indenture or in any related, ancillary or complimentary businessRelated Business as conducted on the date of this Indenture.

Additional Negative Covenants. The Corporation hereby covenants No Obligor shall (and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will each Obligor shall ensure that no Subsidiary:Material Subsidiary shall): (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security Equity Interest of the Corporation such Obligor or Material Subsidiary (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of sharesEquity Interests), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes make any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor Trustee with at least thirty (30) 30 days prior written notice; (c) pays transfer or issue, or permit the transfer or issuance of, any Equity Interest to any Person that is not the Corporation or a Material Subsidiary or allow any Material Subsidiary to cease to be a direct or indirect, as applicable, Subsidiary of the Corporation, provided that, to the extent required pursuant to Section 6.24, all such Equity Interests transferred or issued to the Corporation or a Material Subsidiary shall be immediately pledged in accordance with a Pledge Agreement (in form and substance satisfactory to the Trustee) in favour of the Trustee for and on behalf of the holders of the Debentures and forthwith delivered to the Trustee, provided that this subparagraph (c) shall not restrict any issuance or transfer of the Equity Interests of the Corporation; (d) create, authorize or issue any class of shares in the capital of the Corporation (other than, for the avoidance of doubt, the Corporation’s proportionate voting shares in accordance with the Corporation’s stock option plan or the rights set out in the Corporation’s articles) that rank in priority to the Common Shares in terms of voting rights, priority on dividends or other distributions or on the right to receive the remaining Property of the Corporation on dissolution or that contain any other right or privilege that does not attach to the Common Shares; (e) pay out any shareholder loans or other Indebtedness Debt to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, parties or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters enter into any transaction with any non-arm’s length parties other than on commercially reasonable and arm’s length terms; (df) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that any Subsidiary of the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselvesCorporation; (eg) guarantee advance, transfer, loan to or otherwise pay to any Subsidiary that is not a Guarantor any proceeds of the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted DebtOffering; (fi) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (gj) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement Indenture or in any related, ancillary or complimentary businessRelated Business as conducted on the date of this Indenture.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with Without the Agent’s prior written consent of the Investorconsent, so long as any Debentures remain outstanding, it will Borrower shall not, and will ensure that no Subsidiary: (a) except as expressly contemplated enter into any contracts or permitted hereunderagreements with any Person other than the Program Documents or amend, purchaseterminate, buy backsupplement, redeem, retire, repurchase, cancel or otherwise acquire for cash modify any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription AgreementProgram Document; (b) makes any change other than as contemplated in the Program Documents, make payment of dividends to its constating documents stockholder, enter into, or be a party to, any transaction with any Affiliate of Borrower, Servicer, or the Transferor; provided that would reasonably any dividends or tax payments shall be expected paid solely out of the amounts available to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30Borrower under Section 2.08(a)(iv) days prior written noticeand shall be expressly subordinate to the Borrower’s obligations to the Lenders hereunder; (c) pays out create or acquire any shareholder loans Subsidiary or engage in any business other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant than those businesses directly related to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsProgram; (d) make Investments in any Person except as expressly contemplated Permitted Investments or permitted hereunderinter-company loans, make provided that any payment to, or declare any such loans shall be made solely out of the amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend available to the holders of Borrower under Section 2.08(a)(iv) and shall be pledged by the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments Borrower to the Subsidiaries and Agent to secure the Subsidiaries may make payments among themselvesObligations hereunder; (e) guarantee the obligations of create any other personLien, directly or indirectly, other than obligations permitted by this Subscription Agreementon any Collateral, including except Permitted Encumbrances, or suffer to exist any lien, directly or indirectly, on any portion of the Collateral, except Permitted DebtEncumbrances, and such Lien is not released within 3 Business days of Borrower being aware thereof; (f) enter into create, assume, or become party or subject to incur any dissolution, winding up, reorganization, arrangement or similar transaction or proceedingsIndebtedness, except for Obligations under this Agreement or otherwise contemplated by the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; orProgram Documents; (g) engage in the conduct issue any membership interests other than to Sanmina-SCI Corporation or permit any Person other than Sanmina-SCI Corporation to own any membership interest; (h) open or otherwise acquire actual or beneficial ownership of any business deposit, savings, commodities, or securities account other than its business as existing on the date Collection Accounts and the Lock-Box; (i) contract or enter into any agreement for any trade receivables or credit insurance or other agreement or transaction to mitigate the risk of this Subscription Agreement nonpayment of any of Assigned Receivable or purchase any Accounts Receivable other than in accordance with the Program Documents; (j) suffer or permit dissolution or liquidation either in whole or in part, (ii) redeem or retire any relatedshares of its own membership interests, ancillary (iii) merge or complimentary businessconsolidate with any Person, or (iv) sell, lease, or otherwise transfer all or any part of the Collateral to any Person, except as contemplated by the Program Documents (but excluding sales of returned, reclaimed, replevined, or repossessed goods represented by an Assigned Receivable).

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the Without Lender's prior written consent of the Investorconsent, so long as any Debentures remain outstanding, it will Purchaser shall not, and will ensure that no Subsidiary: (a) except as expressly contemplated enter into any contracts or permitted hereunderagreements with any Person other than the Program Documents or amend, purchaseterminate, buy backsupplement, redeem, retire, repurchase, cancel or otherwise acquire for cash modify any security of the Corporation (including, without limitation options, warrants, conversion contract or exchange privileges and similar rights in respect of shares), other than pursuant agreement to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreementwhich it is a party; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written noticeFiscal Year; (c) pays out other than as contemplated in the Program Documents, enter into, or be a party to, any shareholder transaction with any Affiliate of Purchaser, Servicer, or any Seller; (d) create or acquire any Subsidiary or engage in any business other than those businesses directly related to the Program; (e) declare or make any Restricted Payment; provided that Purchaser may from time to time make a dividend to Buckeye Technologies so long as, at the time of such dividend is made, (i) no Event of Default or Default shall have occurred and be continuing; (ii) after giving effect to such dividend, the Minimum Balance will remain in the Purchaser's Account; (iii) the principal and interest payable on the Subordinated Notes is, in the aggregate, zero; (iv) the dividend is made on a Settlement Date; and (v) the Aggregate Advances at such time are less than or equal to the Borrowing Base; (f) make Investments in any Person except Investments in (i) direct obligations of the United States Government maturing within ninety days; (ii) certificates of deposit issued by a commercial bank whose credit is satisfactory to Lender; (iii) Investments which have been specifically approved in writing from time to time by Lender and, where necessary, all actions necessary to preserve Lender's first priority security interest in the Collateral have been taken, as required by Lender in its discretion; and (iv) loans evidenced by the Subordinated Notes; provided, however, that immediately after giving effect to the making of any Investment permitted hereunder, no Default or other Indebtedness Event of Default shall have occurred and be continuing; (g) create, assume, or suffer to non-arm’s length partiesexist any Lien, directly or indirectly, on any asset now owned or hereafter acquired by it, except in accordance with their terms Permitted Encumbrances; (h) create, assume, or incur any Debt, except (i) Debt to Lender under this Agreement; (ii) Debt evidenced solely by the Subordinated Notes; (iii) Debt consisting of deferred taxes; and (iv) Debt resulting from endorsements of negotiable instruments received in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsbusiness; (di) except as expressly contemplated issue any equity securities other than to Buckeye Technologies or permitted hereunderpermit any Person other than Buckeye Technologies to own any of its equity securities; (j) relocate its principal place of business or chief executive office, make locate its Books and Records relating to the Purchased Receivables at any payment tolocation other than at Servicer's chief executive office, or declare open or otherwise acquire actual or beneficial ownership of any amounts payable todeposit, its shareholderssavings, affiliates commodities, or executives (securities account other than commercially reasonable the Purchaser's Account or existing contractual salaries and bonuses as specifically permitted in connection with the ordinary coursemaking of Investments in accordance with this Agreement; (k) change its federal taxpayer identification number; (l) allow or consent to the making or taking of any Deductions respecting any Purchased Receivable, unless Lender is promptly notified of such Deductions (which notice requirement may be met by ensuring that such Deduction is clearly indicated on an IRPF Receivables Report delivered after such Deduction was made or taken), ; (m) contract or enter into any agreement for any trade receivables or credit insurance or other agreement or transaction to mitigate the risk of nonpayment of any of Purchaser's Accounts Receivables (including, without limitation, any agreement, policy, or transaction prohibited by the declaration or payment of dividend to the holders terms of the Corporation’s issued and outstanding Common Shares, provided however that Policy) other than the Corporation may make payments to Policy or purchase any Accounts Receivables other than under the Subsidiaries and Program in accordance with the Subsidiaries may make payments among themselvesProgram Documents; (en) guarantee use the obligations proceeds of the Advances for any other person, directly or indirectly, purpose other than obligations payment on the Subordinated Notes and payment of fees, expenses, and costs directly associated with the maintenance and administration of the Program or except as permitted by this Subscription Agreement, including any Permitted Debtunder Section 5.13(e); (fi) enter into suffer or become party permit dissolution or subject liquidation either in whole or in part, (ii) redeem or retire any shares of its own stock, (iii) merge or consolidate with any Person, or (iv) sell, lease, or otherwise transfer all or any part of its assets (but excluding sales of returned, reclaimed, replevined, or repossessed goods represented by a Purchased Receivable, the granting of a security interest to Lender hereunder, and the resale or transfer of Recourse Receivables in accordance with the Purchase Agreement) to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary businessPerson.