THE GIVING OF
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF TERMINATION, THE
STATEMENT OF THE CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER OR TREASURER
OF THE SELLER SETTING FORTH DETAILS OF SUCH EVENT OF TERMINATION OR EVENT AND
THE ACTION WHICH THE SELLER PROPOSES TO TAKE WITH RESPECT THERETO;
17
(E)
PROMPTLY AFTER THE FILING OR RECEIVING THEREOF, COPIES OF ALL REPORTS AND
NOTICES WITH RESPECT TO ANY REPORTABLE EVENT DEFINED IN ARTICLE IV OF ERISA
WHICH THE SELLER OR ANY SUBSIDIARY OF THE SELLER FILES UNDER ERISA WITH THE IRS
OR THE PBGC OR THE DOL OR WHICH THE SELLER OR ANY SUBSIDIARY OF THE SELLER
RECEIVES FROM THE PBGC;
(F)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION, DOCUMENTS, RECORDS OR
REPORTS RESPECTING THE RECEIVABLES OR THE CONDITIONS OR OPERATIONS, FINANCIAL OR
OTHERWISE, OF THE SELLER OR ANY SUBSIDIARY OF THE SELLER AS THE BUYER MAY FROM
TIME TO TIME REASONABLY REQUEST IN ORDER TO PROTECT THE INTERESTS OF THE BUYER
UNDER OR AS CONTEMPLATED BY THIS SALE AGREEMENT;
(G)
AT THE TIME OF DELIVERY THEREOF TO THE "AGENT" UNDER THE FOOTHILL CREDIT
AGREEMENT, COPIES OF THE "COMPLIANCE CERTIFICATE" AND THE "BORROWER'S
PROJECTIONS" (AS DEFINED THEREUNDER), AND COPIES OF THE CERTIFICATE OF
INDEPENDENT ACCOUNTANTS PREPARED PURSUANT TO SECTION 6.3(B) (II) THEREOF (OR ANY
SUCCESSOR PROVISION); AND
(H)
AS SOON AS POSSIBLE AND IN ANY EVENT WITH FIVE BUSINESS DAYS AFTER THE
OCCURRENCE THEREOF, NOTIFICATION OF:
(I) ANY MATERIAL CHANGES IN THE SELLER'S
BANK AGREEMENTS, INDENTURES OR OTHER MATERIAL AGREEMENTS GOVERNING INDEBTEDNESS
AND/OR (II) ANY EVENT WHICH CONSTITUTES (OR WHICH, WITH THE GIVING OF NOTICE OR
THE PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE)
A DEFAULT UNDER ANY SUCH
AGREEMENT OR PERMITS OR (III) ANY OTHER EVENT WHICH PERMITS (OR WHICH, WITH THE
GIVING OF NOTICE OR THE PASSAGE OF TIME, WOULD PERMIT) THE HOLDER OF SUCH
INDEBTEDNESS TO ACCELERATE THE MATURITY THEREOF.
SECTION 5.03.
NEGATIVE COVENANTS OF THE SELLER.
FROM THE DATE HEREOF UNTIL THE
LATER OF THE TERMINATION DATE OR THE COLLECTION DATE, THE SELLER WILL NOT,
WITHOUT THE WRITTEN CONSENT OF THE BUYER:
(A)
SALES, LIENS, ETC. AGAINST RECEIVABLES AND TRANSFERRED ASSETS.
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 RECEIVABLE, RELATED SECURITY OR COLLECTIONS, OR ANY RELATED
CONTRACT, OR UPON OR WITH RESPECT TO ANY LOCK-BOX ACCOUNT TO WHICH ANY
COLLECTIONS OF ANY 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.
EXTEND, AMEND OR OTHERWISE MODIFY,
THE TERMS OF ANY RECEIVABLE, OR AMEND, MODIFY