AS PERMITTED PURSUANT TO
19
SECTION 3.2(B) OF THE RECEIVABLES SALE AGREEMENT AND SUBJECT TO THE LIMITATION
SET FORTH IN SECTION 1.5 OF THE RECEIVABLES SALE AGREEMENT. SUCH SELLER SHALL
NOT CHANGE THE TERMS AND PROVISIONS OF THE CREDIT AND COLLECTION POLICY IN ANY
MATERIAL RESPECT.
(C)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
SUCH SELLER WILL NOT
(I) ADD OR TERMINATE ANY BANK AS AN ACCOUNT BANK (OR ADD OR TERMINATE ANY
RELATED LOCKBOX OR BANK ACCOUNT) FROM THOSE LISTED IN THE LETTER REFERRED TO IN
SECTION 5.1(O) UNLESS, PRIOR TO ANY SUCH ADDITION OR TERMINATION, BUYER AND THE
AGENT SHALL HAVE RECEIVED NOT LESS THAN TEN BUSINESS DAYS PRIOR WRITTEN NOTICE
OF THE ADDITION OR TERMINATION AND, NOT LESS THAN TEN BUSINESS DAYS PRIOR TO THE
EFFECTIVE DATE OF ANY SUCH PROPOSED ADDITION OR TERMINATION, BUYER AND THE AGENT
SHALL HAVE RECEIVED (A) COUNTERPARTS OF THE APPLICABLE TYPE OF ACCOUNT AGREEMENT
WITH EACH NEW ACCOUNT BANK, DULY EXECUTED BY SUCH NEW ACCOUNT BANK AND ALL OTHER
PARTIES THERETO AND (B) COPIES OF ALL OTHER AGREEMENTS AND DOCUMENTS SIGNED BY
THE ACCOUNT BANK AND SUCH OTHER PARTIES WITH RESPECT TO ANY NEW BANK ACCOUNT AND
ANY NEW LOCKBOX, OR (II) MAKE ANY CHANGE IN ITS INSTRUCTIONS TO OBLIGORS, GIVEN
ACCORDANCE WITH SECTION 5.1(O) REGARDING PAYMENTS TO BE MADE BY OBLIGORS, OTHER
THAN CHANGES IN THE INSTRUCTIONS THAT DIRECT OBLIGORS TO MAKE PAYMENTS TO
ANOTHER LOCKBOX OR BANK ACCOUNT THAT IN EACH CASE IS SUBJECT TO AN ACCOUNT
AGREEMENT.
(D)
MERGERS, ACQUISITIONS, SALES, ETC.
EXCEPT FOR (I) MERGERS OR
CONSOLIDATIONS IN WHICH SUCH SELLER IS THE SURVIVING PERSON, (II) MERGERS OR
CONSOLIDATIONS OF A SUBSIDIARY OF THE PARENT INTO SUCH SELLER OR (III) MERGER,
OR CONSOLIDATIONS IN WHICH THE SURVIVING PERSON EXPRESSLY ASSUMES THE
PERFORMANCE OF THIS AGREEMENT, SUCH SELLER WILL NOT BE A PARTY TO ANY MERGER OR
CONSOLIDATION. SUCH SELLER WILL GIVE THE AGENT NOTICE OF ANY SUCH PERMITTED
MERGER OR CONSOLIDATION PROMPTLY FOLLOWING COMPLETION THEREOF. SUCH SELLER WILL
NOT, DIRECTLY OR INDIRECTLY, TRANSFER, ASSIGN, CONVEY OR LEASE, WHETHER IN ONE
TRANSACTION OR IN A SERIES OF TRANSACTIONS, ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS OR SELL OR ASSIGN, WITH OR WITHOUT RECOURSE, ANY RECEIVABLES OR RELATED
ASSETS, IN EACH CASE OTHER THAN PURSUANT TO THIS AGREEMENT.
(E)
CHANGE IN NAME. SUCH SELLER WILL NOT (I) CHANGE ITS CORPORATE NAME
OR (II) CHANGE THE NAME UNDER OR BY WHICH IT DOES BUSINESS, IN EACH CASE UNLESS
SUCH SELLER SHALL HAVE GIVEN BUYER, THE INITIAL COLLECTION AGENT AND THE AGENT
30 DAYS' PRIOR WRITTEN NOTICE THEREOF AND UNLESS, PRIOR TO ANY CHANGE IN NAME,
SUCH SELLER SHALL HAVE TAKEN AND COMPLETED ALL ACTION REQUIRED BY SECTION 7.3.
THE SELLER WILL AT ALL TIMES MAINTAIN ITS JURISDICTION OF ORGANIZATION WITHIN A
JURISDICTION IN THE UNITED STATES OF AMERICA (OTHER THAN IN THE STATES OF
FLORIDA, MARYLAND AND TENNESSEE) IN WHICH ARTICLE 9 OF THE UCC IS IN EFFECT. IF
THE SELLER MOVES ITS JURISDICTION OF ORGANIZATION TO A LOCATION THAT