OF BUSINESS IN
AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 IN ANY FISCAL YEAR.
(K)
RESTRICTION ON LEASES.
CUSTOMER SHALL NOT,
AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, BECOME LIABLE IN ANY WAY,
WHETHER DIRECTLY OR BY ASSIGNMENT OR AS A GUARANTOR OR OTHER SURETY, FOR THE
OBLIGATIONS OF THE LESSEE UNDER ANY LEASE, WHETHER AN OPERATING LEASE OR A
CAPITAL LEASE EXCEPT FOR (A) OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF
BUSINESS IF IMMEDIATELY AFTER GIVING EFFECT TO THE INCURRENCE OF LIABILITY WITH
RESPECT TO SUCH LEASE, THE CONSOLIDATED RENTAL PAYMENTS AT THE TIME IN EFFECT
DURING THE THEN CURRENT FISCAL YEAR OR ANY FUTURE PERIOD OF 12 CONSECUTIVE
CALENDAR MONTHS SHALL NOT EXCEED $500,000, AND (B) OBLIGATIONS FOR LEASED OFFICE
SPACE NOT TO EXCEED $400,000 IN ANY FISCAL YEAR.
(L)
TRANSACTION WITH AFFILIATES.
EXCEPT FOR
THE TRANSACTIONS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND TRANSFERS BY
CUSTOMER OF TAXABLE NON-REIT ASSETS TO A TAXABLE REIT SUBSIDIARY ENTITY,
CUSTOMER SHALL NOT AND SHALL NOT PERMIT ITS SUBSIDIARIES TO ENTER INTO, OR BE A
PARTY TO, ANY TRANSACTION WITH ANY AFFILIATE, SHAREHOLDER, OFFICER, DIRECTOR OR
TRUSTEE OF CUSTOMER, EXCEPT, CONSISTENT WITH CUSTOMER'S PRACTICE BEFORE ENTERING
INTO THIS AGREEMENT, IN THE ORDINARY COURSE OF, AND PURSUANT TO THE REASONABLE
REQUIREMENTS OF, CUSTOMER'S BUSINESS AND UPON FAIR AND REASONABLE TERMS WHICH
ARE FULLY DISCLOSED IN WRITING TO BUYER PRIOR TO ENTERING INTO SUCH TRANSACTION
AND ARE NO LESS FAVORABLE TO CUSTOMER THAN WOULD OBTAIN IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON NOT AN AFFILIATE OR SHAREHOLDER, OFFICER,
DIRECTOR OR TRUSTEE OF CUSTOMER.
(M)
ADVERSE TRANSACTIONS.
CUSTOMER SHALL NOT AND
SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO ENTER INTO ANY TRANSACTION WHICH
ADVERSELY AFFECTS THE RECEIVABLES OR CUSTOMER'S ABILITY TO PERFORM ANY OF ITS
RESPECTIVE OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT OR BUYER'S OR ANY
PURCHASER REPRESENTATIVE'S RIGHTS OR INTERESTS UNDER ANY TRANSACTION DOCUMENT.
(N)
RECEIVABLES AND RELATED PROPERTY.
EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED IN THE TRANSACTION DOCUMENTS, CUSTOMER SHALL NOT
CONVEY, TRANSFER, ASSIGN, PLEDGE, OR
56
allow any ownership, Lien or other interest in the Receivables or other
Warehouse Assets other than Customer's and Buyer's respective interests as
described hereunder.
(O)
DISPOSAL OF SUBSIDIARY STOCK.
CUSTOMER
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY TO SELL, ASSIGN, PLEDGE OR OTHERWISE ENCUMBER OR DISPOSE OF ANY
SHARES OF CAPITAL STOCK OR OTHER EQUITY SECURITIES OF ANY OF ITS SUBSIDIARIES,
EXCEPT TO CUSTOMER OR ANOTHER SUBSIDIARY OF CUSTOMER, OR TO QUALIFY DIRECTORS IF
REQUIRED BY APPLICABLE LAW.
(P)
CONDUCT OF BUSINESS.
EXCEPT AS OTHERWISE
EXPRESSLY PERMITTED HEREUNDER, CUSTOMER SHALL NOT, AND SHALL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, ENGAGE IN ANY BUSINESS OTHER THAN (I) THOSE NECESSARY FOR,
INCIDENT TO, CONNECTED WITH, OR ARISING OUT OF THE ACQUISITION AND SERVICING OF
ELIGIBLE RECEIVABLES AND THE MAKING OF INVESTMENTS PERMITTED PURSUANT TO
SECTION 5.2(E), AND (II) AND SUCH OTHER LINES OF BUSINESS AS MAY BE CONSENTED TO
BY BUYER.
NOTWITHSTANDING THE FOREGOING, AND EXCEPT