ANY OF ITS SUBSIDIARIES WHICH ARE CREDIT
PARTIES MAY ENTER INTO GUARANTEES OF INDEBTEDNESS OF ANY OTHER CREDIT PARTY
PERMITTED UNDER SECTION 7.2;
(B)
EVOLVING SYSTEMS AND ITS SUBSIDIARIES MAY ENDORSE CHEQUES FOR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
(C)
EVOLVING SYSTEMS AND BORROWER MAY ENTER INTO UNSECURED HEDGING
AGREEMENTS IN THE ORDINARY COURSE OF BUSINESS FOR BONA FIDE HEDGING PURPOSES AND
NOT FOR SPECULATION IN AN AGGREGATE NOTIONAL OR CONTRACT AMOUNT NOT TO EXCEED AN
AMOUNT EQUAL TO $250,000 OUTSTANDING AT ANY TIME;
(D)
CONTINGENT OBLIGATIONS OF EVOLVING SYSTEMS AND ITS SUBSIDIARIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO WORKERS'
COMPENSATION CLAIMS, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF SOCIAL SECURITY
BENEFITS, SELF-INSURANCE OBLIGATIONS, BANKERS' ACCEPTANCES, PERFORMANCE BONDS,
APPEAL AND SURETY BONDS AND OTHER SIMILAR OBLIGATIONS;
(E)
CONTINGENT OBLIGATIONS OF EVOLVING SYSTEMS AND ITS SUBSIDIARIES
ARISING UNDER INDEMNITY AGREEMENTS TO TITLE INSURERS TO CAUSE SUCH TITLE
INSURERS TO ISSUE TO AGENT TITLE INSURANCE POLICIES;
(F)
THE TSE CONTINGENT OBLIGATIONS;
(G)
CONTINGENT OBLIGATIONS OF ANY CREDIT PARTY OR SUBSIDIARY THEREOF
ARISING FROM INDEMNIFICATION OBLIGATIONS TO ITS DIRECTORS, OFFICERS AND
EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS;
(H)
INDEMNITIES GIVEN BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF TO
ITS CUSTOMERS, VENDORS, INDEPENDENT CONTRACTORS, PURCHASERS OR SELLERS OF
PROPERTY OR OTHER THIRD PARTIES IN THE ORDINARY COURSE OF BUSINESS; AND
(I)
CONTINGENT OBLIGATIONS IN RESPECT OF EVOLVING SYSTEMS' GUARANTEE
OF THE EXPENSES INCURRED BY CERTAIN EMPLOYEES IN CONNECTION WITH THE USE OF
CREDIT CARDS SPONSORED BY EVOLVING SYSTEMS IN AN AGGREGATE AMOUNT NOT TO EXCEED
AN AMOUNT EQUAL TO $150,000 AT ANY TIME OUTSTANDING.
36
7.9
ORGANIZATIONAL DOCUMENTS; ACCOUNTING CHANGES; USE OF PROCEEDS;
INSURANCE; BUSINESS
No Credit Party shall, and no Credit Party shall permit or cause any of its
Subsidiaries to:
(A)
AMEND, MODIFY, RESTATE OR CHANGE ANY OF ITS ARTICLES OR MEMORANDUM
OF INCORPORATION, BYLAWS, CERTIFICATE OF FORMATION, OPERATING AGREEMENT AND
OTHER CHARTER DOCUMENTS IN ANY RESPECT ADVERSE TO AGENT OR LENDERS (INCLUDING
CHANGING ITS NAME), OR MAKE ANY MATERIAL CHANGE TO ITS EQUITY CAPITAL STRUCTURE
OR, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT (BUT WITHOUT LIMITING THE MERGERS
OR OTHER TRANSACTIONS INVOLVING ANY CREDIT PARTY OTHERWISE PERMITTED UNDER
SECTION 7.4(H)), REINCORPORATE OR REORGANIZE ITSELF UNDER THE LAWS OF ANY
JURISDICTION OTHER THAN THE JURISDICTION IN WHICH IT IS INCORPORATED OR
ORGANIZED AS OF THE CLOSING DATE;
(B)
MAKE ANY SIGNIFICANT CHANGE IN ACCOUNTING TREATMENT OR REPORTING
PRACTICES, EXCEPT AS REQUIRED BY GAAP OR TO ACCOMMODATE FAS 123R, OR CHANGE ITS
FISCAL YEAR;
(C)
USE ANY PROCEEDS OF ANY LOANS, DIRECTLY OR INDIRECTLY, FOR
"PURCHASING" OR "CARRYING" "MARGIN STOCK" AS DEFINED IN REGULATIONS T, U OR X OF
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, OR TO REPAY OR REFINANCE
INDEBTEDNESS INCURRED TO SO "PURCHASE" OR "CARRY" "MARGIN STOCK," OR OTHERWISE
IN VIOLATION OF APPLICABLE LAW OR THIS AGREEMENT;
(D)
AMEND, MODIFY, RESTATE OR CHANGE ANY INSURANCE POLICY IN ANY
MATERIAL RESPECT INCLUDING, WITHOUT LIMITATION, ANY MATERIAL INCREASE IN THE
AMOUNT OF ANY