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 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.

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 and agrees thatBorrower shall not, without Administrative Agent's written consent (delivered upon such consent of any or all of the Banks as may be required under the Co-Lender Agreement): (a) Merge or dissolve into, or consolidate with, any Person, or permit any Material Borrower Entity to do so, except in each case for mergers and consolidations (i) which result in Borrower or such Material Borrower Entity, as the case may be, being the surviving entity (provided that Borrower shall be the surviving entity in any merger or consolidation with a Material Borrower Entity), (ii) which do not have a Material Adverse Effect on Borrower or the affected Material Borrower Entity, and (iii) which do not result in Borrower, following the consummation of such merger or consolidation, being in default under any term or condition of this Agreement. Neither Borrower nor any Material Borrower Entity shall sell, lease, transfer, encumber or otherwise dispose of all or any substantial part of its properties or assets, whether in a single transaction or series of transactions, if such sale, lease, transfer, encumbrance or other disposition would cause a Material Adverse Effect on Borrower or such Material Borrower Entity; nor shall Borrower transfer to any Borrower Entity or Joint Venture Entity any Real Property or other material asset owned as of the date hereof or that constitutes proceeds (or proceeds of proceeds) of any Real Property or other material asset owned by Borrower as of the date hereof; (b) Except for any such amendment that is required under any requirement of law imposed by any governmental authority or in order to maintain compliance with Section 6.15, amend its articles of incorporation or by-laws, or permit any Material Borrower Entity to amend any of its charter documents, except in each case (i) upon at least ten (10) Banking Days' prior written notice to Administrative Agent, and (ii) if Administrative Agent notifies Borrower within such 10-day period that such amendment is, in Administrative Agent's reasonable judgment, a material amendment, 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 noticeAdministrative Agent; (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 Suspend its business as an investment issueractivity, or pursuant permit any Material Borrower Entity to the terms of any Permitted Debtsuspend its business activity, consistent with past practice (in either case for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other more than on commercially reasonable termstwo days; (d) except as expressly contemplated Voluntarily commence any case under the United States Bankruptcy Code (or permitted hereunderany successor statute) with respect to itself unless Borrower concurrently causes each Guarantor to commence a voluntary case under the United States Bankruptcy Code (or such successor statute) with respect to itself, make any payment to, or declare any amounts payable to, and requests that all such cases be consolidated with 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 themselvesown; (e) guarantee the obligations Use any proceeds of any other personadvance under the Loan Documents (or permit such proceeds to be used), directly or indirectly, other than obligations permitted by this Subscription Agreementto purchase or carry, including or reduce or retire any Permitted Debtloan incurred to purchase or carry any "Margin Stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any Margin Stock; (f) enter into Permit Borrower's aggregate Investments in Borrower Entities or become party Joint Venture Entities that have not executed and delivered a Guaranty that remains in full force and effect to exceed at any time ten percent (10%) of Borrower's consolidated total asset value, determined in accordance with GAAP; (g) Cease to Control any Material Borrower Entity, other Guarantor 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 issuerOther Unencumbered Property Owner; or (gh) engage in the conduct of Create, suffer or permit to exist any business other than Lien on its business as existing on the date of this Subscription Agreement or interest in any related, ancillary Guarantor or complimentary businessOther Unencumbered Property Owner.

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 So long as any Debentures remain outstandingNotes are Outstanding, it will the Issuer shall not, and will ensure that no Subsidiary: (ai) except as expressly contemplated permitted by this Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of the Indenture Collateral; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Collateral; (iii) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien Granted by this Indenture to be amended, hypothecated, subordinated, terminated or discharged except as expressly permitted hereunderby this Indenture, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted by this Indenture, permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other Transaction Document or any other Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Indenture Collateral or any part thereof or any interest therein or the proceeds thereof or permit the lien of this Indenture not to constitute a valid first priority security interest in the Indenture Collateral (subject only to Permitted Liens); (iv) to the fullest extent permitted by the Delaware Limited Liability Company Act (6 Del. C. Section 18‑101, et seq.), dissolve or liquidate in whole or in part; (v) enter into any agreement which does not contain non‑petition and limited recourse provisions substantially to the effect of Section 10.14, nor consent to any adverse amendment or waiver of such provisions; (vi) create any subsidiaries; (vii) modify or amend any of Sections 5(e), 7, 8, 9, 10, 11, 12, 13, 14, 19, 21, 23, 24, 25, 26, 27, 28, 33 or Schedule A of the Limited Liability Company Agreement (without the consent of the Majority Holders); (viii) sell, lease or otherwise transfer any property or assets to, or purchase, buy back, redeem, retire, repurchase, cancel lease or otherwise acquire for cash any security property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions in the Corporation (including, without limitation options, warrants, conversion or exchange privileges ordinary course of business at prices and similar rights in respect of shares), other than pursuant to the on terms and conditions of any securities of not less favorable to the Corporation outstanding as of Issuer than could be obtained on an arm’s-length basis from unrelated third parties, (ii) distributions expressly permitted by this Indenture and (iii) other transactions expressly contemplated by the date of this Subscription AgreementTransaction Documents; (bix) makes institute proceedings to have the Issuer be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Issuer or file a petition seeking, or consent to, reorganization or relief with respect to the Issuer under any change applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its constating documents that property, or make any assignment for the benefit of creditors of the Issuer, or admit in writing the Issuer’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or to dissolve or liquidate the Issuer, or to take any action or expressly consent to any omission which action or omission would reasonably be expected to have a Material Adverse Effect, including changes result in their respective names without providing the Investor with at least thirty (30) days prior written notice;acceleration or early maturity of any indebtedness of the Issuer; and (cx) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms accelerate the maturity of the Installment Note by reason of the occurrence of an “Event of Default” (as defined in the ordinary course Installment Note) specified in paragraph (v) of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for claritydefinition thereof, 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 consent 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 businessMajority Holders.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as If Borrower consummates any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: capital markets bond issuance (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 sharesa “Bond Issuance”), other than pursuant to the terms and conditions of any securities of the Corporation outstanding then, effective as of the funding date of this Subscription Agreement; such Bond Issuance (b) makes without notice to, consent of or action of the Administrative Agent, the Borrower, any change to its constating documents that would reasonably be expected to have a Material Adverse EffectLender or any other Person), 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 negative covenants included in the ordinary course of the Corporation’s business as an investment issuer, indenture or pursuant to the terms of any Permitted Debt, consistent with past practice supplemental indenture for such Bond Issuance (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, negative covenants relating to limitations on asset sales, limitations on restricted payments and investments, limitation on the declaration incurrence of indebtedness, limitations on transactions with affiliates, limitations on permitted business activities, limitations on liens, limitations on dividend and other payment restrictions affecting restricted subsidiaries, and limitations on merger, consolidation or payment sale of dividend substantially all assets) (such additional negative covenants the “Additional Negative Covenants”), together with all applicable definitions used therein, shall be deemed to be incorporated into this Agreement as though set forth in full and Borrower shall be obligated to comply therewith at all times, with the failure to do so constituting an immediate Event of Default hereunder. Any such Additional Negative Covenants shall be in addition to and without limitation of the other existing negative covenants set forth in Article VII or any other provision in the Loan Agreement. Borrower shall promptly provide Administrative Agent (for the distribution of same to the holders Lenders) with final, fully executed copies of any indenture or supplemental indenture relating to such Bond Issuance. If Borrower does not consummate a Bond Issuance on or prior to February 9, 2018, then the Corporation’s issued Lenders, the Administrative Agent and outstanding Common Shares, provided however that the Corporation may make payments Borrower shall use commercially reasonable efforts to the Subsidiaries cooperate in good faith to negotiate Additional Negative Covenants reasonably acceptable to Borrower and the Subsidiaries may make payments among themselves; (e) guarantee Required Lenders, and this Agreement shall be amended with the obligations consent of any other personBorrower, directly Administrative Agent and the Required Lenders to incorporate and document such Additional Negative Covenants. In no event shall failure by Borrower, Lenders or indirectlythe Administrative Agent to exercise such commercially reasonable efforts or to so cooperate in good faith result in a breach, other than obligations permitted Default or Event of Default hereunder 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 businessBorrower.”

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 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 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.