THE SELLER;
(IV)
LITIGATION. THE INSTITUTION OF ANY LITIGATION, ARBITRATION
PROCEEDING OR GOVERNMENTAL PROCEEDING REASONABLY LIKELY TO BE MATERIAL TO THE
SELLER, ANY SUBSIDIARY OR THE COLLECTIBILITY OR QUALITY OF THE RECEIVABLES;
(V)
JUDGMENTS. THE ENTRY OF ANY JUDGMENT OR DECREE AGAINST THE SELLER
OR ANY SUBSIDIARY IF THE AGGREGATE AMOUNT OF ALL JUDGMENTS THEN OUTSTANDING
AGAINST THE SELLER AND THE SUBSIDIARIES EXCEEDS $5,000,000; OR
(VI)
CHANGES IN BUSINESS. ANY CHANGE IN, OR PROPOSED CHANGE IN, THE
CHARACTER OF THE SELLER'S BUSINESS THAT COULD IMPAIR THE COLLECTIBILITY OR
QUALITY OF ANY RECEIVABLE.
SECTION 6.3
NEGATIVE COVENANTS.
UNTIL THE FIRST DAY FOLLOWING
THE PURCHASE TERMINATION DATE ON WHICH ALL OBLIGATIONS OF THE SELLERS UNDER THE
TRANSACTION DOCUMENTS SHALL HAVE BEEN FINALLY AND FULLY PAID AND PERFORMED,
UNLESS THE AGENT (ACTING AT THE DIRECTION OF THE INSTRUCTING GROUP) (AS ASSIGNEE
OF BUYER) SHALL OTHERWISE GIVE ITS PRIOR WRITTEN CONSENT, EACH SELLER HEREBY
AGREES THAT IT WILL PERFORM THE COVENANTS AND AGREEMENTS SET FORTH IN THIS
SECTION.
(A)
SALES, LIENS, ETC.
EXCEPT AS OTHERWISE PROVIDED IN THE
RECEIVABLES SALE AGREEMENT, SUCH SELLER WILL NOT (I)(A) SELL, ASSIGN (BY
OPERATION OF LAW OR OTHERWISE) OR OTHERWISE TRANSFER TO ANY PERSON, (B) PLEDGE
ANY INTEREST IN, (C) GRANT, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY ADVERSE
CLAIM (OTHER THAN PERMITTED ADVERSE CLAIMS) TO OR IN FAVOR OF ANY PERSON UPON OR
WITH RESPECT TO, OR (D) CAUSE TO BE FILED ANY UCC FINANCING STATEMENT OR
EQUIVALENT DOCUMENT RELATING TO PERFECTION WITH RESPECT TO ANY SPECIFIED ASSET
OR ANY CONTRACT RELATED TO ANY RECEIVABLE, OR UPON OR WITH RESPECT TO ANY
LOCKBOX OR ACCOUNT TO WHICH ANY COLLECTIONS OF ANY SUCH RECEIVABLE OR ANY
RELATED ASSETS ARE SENT OR ANY INTEREST THEREIN, OR (II) ASSIGN TO ANY PERSON
ANY RIGHT TO RECEIVE INCOME FROM OR IN RESPECT OF ANY OF THE FOREGOING.
In the event that such Seller fails to keep any Specified Assets free and clear
of any Adverse Claim (other than a Permitted Adverse Claim, any Adverse Claims
arising hereunder, and other Adverse Claims permitted by any other Transaction
Document), Buyer may (without limiting its other rights with respect to, such
Seller's breach of its obligations hereunder) make reasonable expenditures
necessary to release the Adverse Claim. Buyer shall be entitled to
indemnification for any such expenditures pursuant to the indemnification
provisions of Article IX. Alternatively, Buyer may deduct such expenditures as
an offset to the Purchase Price owed to such Seller hereunder.
Such Seller will not pledge or grant any security interest in the Buyer Note or
the capital stock of Buyer unless prior to any pledge or grant such Seller,
Buyer, the Agent and the Person for whose benefit the pledge or grant is being
made have entered into an Intercreditor Agreement reasonably acceptable to the
Instructing Group.
(B)
EXTENSION OR AMENDMENT OF RECEIVABLES; CHANGE IN CREDIT AND
COLLECTION POLICY OR CONTRACTS.
SUCH SELLER WILL NOT EXTEND, AMEND, WAIVE OR
OTHERWISE MODIFY THE TERMS OF ANY RECEIVABLE OR CONTRACT RELATED THERETO EXCEPT