TO SECURED INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS, AND
(IV) CLAUSE (A) SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES RESTRICTING
THE ASSIGNMENT THEREOF.
SALE AND LEASEBACK TRANSACTIONS.
THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY
OF THE SUBSIDIARIES TO, ENTER INTO ANY ARRANGEMENT, DIRECTLY OR INDIRECTLY,
WHEREBY IT SHALL SELL OR TRANSFER ANY PROPERTY, REAL OR PERSONAL, USED OR USEFUL
IN ITS BUSINESS, WHETHER NOW OWNED OR HEREINAFTER ACQUIRED, AND THEREAFTER RENT
OR LEASE SUCH PROPERTY OR OTHER PROPERTY THAT IT INTENDS TO USE FOR
SUBSTANTIALLY THE SAME PURPOSE OR PURPOSES AS THE PROPERTY SOLD OR TRANSFERRED;
PROVIDED, HOWEVER, THE SPONSOR MAY ENGAGE IN SUCH SALE AND LEASEBACK
TRANSACTIONS SO LONG AS THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD AND
LEASED BACK DOES NOT EXCEED $30,000,000 DURING THE TERM OF THIS AGREEMENT.
AMENDMENT TO MATERIAL DOCUMENTS. THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, AMEND, MODIFY OR WAIVE ANY OF ITS RIGHTS IN A MANNER MATERIALLY
ADVERSE TO THE PARTICIPANTS UNDER ITS CERTIFICATE OF INCORPORATION, BYLAWS OR
OTHER ORGANIZATIONAL DOCUMENTS.
ACCOUNTING CHANGES.
THE SPONSOR WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY
TO, MAKE ANY SIGNIFICANT CHANGE IN ACCOUNTING TREATMENT OR REPORTING PRACTICES,
EXCEPT AS REQUIRED BY GAAP, OR CHANGE THE FISCAL YEAR OF THE SPONSOR OR OF ANY
SUBSIDIARY, EXCEPT TO CHANGE THE FISCAL YEAR OF A SUBSIDIARY TO CONFORM ITS
FISCAL YEAR TO THAT OF THE SPONSOR.
CREDIT EVENTS AND REMEDIES
In the event that:
THE SPONSOR SHALL FAIL TO PAY ANY AMOUNT DUE HEREUNDER; OR
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF THE
SPONSOR OR ANY SUBSIDIARY IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT (INCLUDING THE SCHEDULES ATTACHED THERETO) AND ANY AMENDMENTS
OR MODIFICATIONS HEREOF OR WAIVERS HEREUNDER, OR IN ANY CERTIFICATE, REPORT,
FINANCIAL STATEMENT OR OTHER DOCUMENT SUBMITTED TO THE SERVICER OR THE
PARTICIPANTS BY ANY CREDIT PARTY OR ANY REPRESENTATIVE OF ANY CREDIT PARTY
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT
SHALL PROVE TO BE INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE OR
SUBMITTED; OR
THE SPONSOR SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT CONTAINED
IN SECTIONS 6.1, 6.2, 6.3 (SOLELY WITH RESPECT TO THE SPONSOR'S EXISTENCE) OR
ARTICLES VII OR VIII; OR
ANY CREDIT PARTY SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT
CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE REFERRED TO IN CLAUSES 9.1, 9.2
AND 9.3 ABOVE), AND SUCH FAILURE SHALL REMAIN UNREMEDIED FOR 30 DAYS AFTER THE
EARLIER OF (I) ANY OFFICER OF THE SPONSOR BECOMES AWARE OF SUCH FAILURE, OR
(II)
NOTICE THEREOF SHALL HAVE BEEN GIVEN TO THE SPONSOR BY THE SERVICER OR ANY
PARTICIPANT; OR
ANY EVENT OF DEFAULT (AFTER GIVING EFFECT TO ANY GRACE PERIOD) SHALL HAVE
OCCURRED AND BE CONTINUING UNDER THE REVOLVING CREDIT DOCUMENTS OR, THE
SOUTHTRUST LOAN FACILITY