OF THE COLLATERAL AGENT:
(A)
SALES, LIENS, ETC. AGAINST RECEIVABLES AND
RELATED SECURITY.
EXCEPT AS OTHERWISE PROVIDED HEREIN, SELL, ASSIGN (BY
OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR CREATE OR SUFFER TO
EXIST, ANY ADVERSE CLAIM UPON OR WITH RESPECT TO, ANY PURCHASED RECEIVABLE,
RELATED SECURITY, COLLECTIONS, OR ANY RELATED CONTRACT, OR UPON OR WITH RESPECT
TO THE COLLECTION ACCOUNT OR ANY LOCK-BOX ACCOUNT TO WHICH ANY COLLECTIONS OF
ANY PURCHASED RECEIVABLE ARE SENT, OR ASSIGN ANY RIGHT TO RECEIVE INCOME IN
RESPECT THEREOF, OR UPON ANY OTHER TRANSFERRED ASSET, EXCEPT THAT THE SELLER
SHALL HAVE NO RESPONSIBILITY FOR ANY ADVERSE CLAIM CREATED BY AN OBLIGOR UPON OR
WITH RESPECT TO ANY EQUIPMENT OWNED BY SUCH OBLIGOR SO LONG AS SUCH ADVERSE
CLAIM IS SUBORDINATE TO THE SECURITY INTEREST OF THE SELLER IN SUCH EQUIPMENT.
(B)
EXTENSION OR AMENDMENT OF RECEIVABLES.
EXCEPT FOR ACTIONS OF THE SERVICER OTHERWISE PERMITTED HEREUNDER AND IN THE SALE
AGREEMENT, EXTEND, AMEND OR OTHERWISE MODIFY, THE TERMS OF ANY RECEIVABLE, OR
AMEND, MODIFY OR WAIVE, ANY TERM OR CONDITION OF ANY CONTRACT RELATED THERETO,
WHETHER FOR ANY REASON RELATING TO A NEGATIVE CHANGE IN THE RELATED OBLIGOR'S
CREDITWORTHINESS OR INABILITY TO MAKE ANY PAYMENT UNDER THE RELATED CONTRACT OR
OTHERWISE.
25
(C)
CHANGE IN BUSINESS OR CREDIT AND COLLECTION
POLICY.
MAKE OR PERMIT THE ORIGINATOR TO MAKE ANY CHANGE IN THE CHARACTER OF
ITS BUSINESS OR IN THE CREDIT AND COLLECTION POLICY, WHICH CHANGE WOULD, IN
EITHER CASE, IMPAIR THE COLLECTIBILITY OF ANY TRANSFERRED ASSET.
(D)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
ADD OR TERMINATE ANY BANK AS A LOCK-BOX BANK FROM THOSE LISTED IN EXHIBIT H TO
THE SALE AGREEMENT OR MAKE ANY CHANGE IN ITS INSTRUCTIONS TO OBLIGORS REGARDING
PAYMENTS TO BE MADE TO THE SELLER OR PAYMENTS TO BE MADE TO ANY LOCK-BOX BANK,
UNLESS THE COLLATERAL AGENT SHALL HAVE RECEIVED (I) TEN BUSINESS DAYS' PRIOR
NOTICE OF SUCH ADDITION, TERMINATION OR CHANGE AND (II) PRIOR TO THE EFFECTIVE
DATE OF SUCH ADDITION, TERMINATION OR CHANGE, (X) EXECUTED COPIES OF LOCK-BOX
AGREEMENTS EXECUTED BY EACH NEW LOCK-BOX BANK, THE COLLATERAL AGENT AND THE
SELLER AND (Y) COPIES OF ALL AGREEMENTS AND DOCUMENTS SIGNED BY EITHER THE
SELLER OR THE RESPECTIVE LOCK-BOX BANK WITH RESPECT TO ANY NEW LOCK-BOX ACCOUNT.
(E)
STOCK, MERGER, CONSOLIDATION, ETC.
SELL
ANY MEMBERSHIP INTEREST TO ANY PERSON (OTHER THAN THE ORIGINATOR) OR CONSOLIDATE
WITH OR MERGE INTO OR WITH ANY OTHER ENTITY, OR PURCHASE OR OTHERWISE ACQUIRE
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR CAPITAL STOCK, OR OTHER OWNERSHIP
INTEREST OF, ANY PERSON OR SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO ANY PERSON, EXCEPT FOR THE CONVEYANCES OF A
SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT AS EXPRESSLY PERMITTED UNDER
THE TERMS OF THIS RECEIVABLES PURCHASE AGREEMENT.
(F)
CHANGE IN NAME OR JURISDICTION.
MAKE ANY
CHANGE TO ITS (I) NAME OR USE ANY TRADE NAMES, FICTITIOUS NAMES, ASSUMED NAMES
OR "DOING BUSINESS AS" NAMES,