THE OCCURRENCE OF AN EVENT OF DEFAULT, AND EACH
WHICH MASTER OBLIGOR NOTICE, AMONG OTHER THINGS, SHALL DIRECT SUCH OBLIGOR TO
MAKE PAYMENTS OF COLLECTIONS DIRECTLY TO AN APPLICABLE LOCKBOX (OR IN THE CASE
OF PAYMENTS BY WIRE TRANSFER, THE APPLICABLE LOCKBOX ACCOUNT), AND MAIL ALL
RA/EOBS DIRECTLY TO THE APPLICABLE LOCKBOX, AND EACH OF WHICH MASTER OBLIGOR
NOTICE SHALL ATTACH A SCHEDULE LISTING ALL OF THE APPLICABLE OBLIGORS AS OF A
DATE REASONABLY PROXIMATE TO THE CLOSING DATE, WHICH SCHEDULES SHALL BE UPDATED
PURSUANT TO AND IN ACCORDANCE WITH SECTION 6.02(O).
NO SUCH DIRECTION GIVEN BY
THE LOAN PARTIES TO ANY OBLIGOR
81
SHALL BE CHANGED, MODIFIED OR SUPERSEDED WITHOUT THE EXPRESS PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT.
THE LOAN PARTIES SHALL CAUSE ALL BILLING
AND CLAIM FORMS SENT TO OBLIGORS (AND RETURN ENVELOPES, IF ANY, FURNISHED BY THE
LOAN PARTIES) TO SET FORTH ONLY THE APPLICABLE LOCKBOX AS THE ADDRESS FOR
PAYMENT OF ACCOUNTS AND, IN THE CASE OF FEE-FOR-SERVICES ACCOUNTS, DELIVERY OF
THE RELATED RA/EOBS, AND ONLY THE APPLICABLE LOCKBOX ACCOUNT AS THE BANK ACCOUNT
FOR RECEIPT OF WIRE TRANSFERS FOR PAYMENT OF ACCOUNTS; PROVIDED THAT UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE ADMINISTRATIVE AGENT HAS
INSTRUCTED THE LOAN PARTIES TO DO SO, THE LOAN PARTIES ARE NOT REQUIRED TO
DIRECT OBLIGORS OF FEE-FOR-SERVICES ACCOUNTS TO REMIT PAYMENTS AND RA/EOBS ONLY
TO A LOCKBOX OR LOCKBOX ACCOUNT.
IF A PAYMENT ON AN ACCOUNT IS MADE BY AN
OBLIGOR OTHER THAN TO THE APPROPRIATE LOCKBOX OR LOCKBOX ACCOUNT, THE LOAN
PARTIES SHALL (X) REMIT SUCH PAYMENT TO THE LOCKBOX ACCOUNT ON THE SAME DAY OF
THE RECEIPT THEREOF, IF POSSIBLE, BUT IN ANY EVENT NO LATER THAN THE BUSINESS
DAY IMMEDIATELY FOLLOWING THE DAY OF RECEIPT THEREOF, AND (Y) PROMPTLY TAKE ALL
NECESSARY ACTIONS TO EFFECT THE COLLECTION OF SUCH PROCEEDS FROM THE PERSON
HAVING POSSESSION THEREOF, IF OTHER THAN A LOAN PARTY.
THE LOAN PARTIES SHALL
COOPERATE WITH THE ADMINISTRATIVE AGENT IN THE IDENTIFICATION OF ITEMS RECEIVED
IN THE LOCKBOXES AND AMOUNTS DEPOSITED IN THE LOCKBOX ACCOUNTS AND
RECONCILIATION THEREOF.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, neither Borrower shall, nor shall it permit any
Subsidiary to, directly or indirectly:
7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY
OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR
SIGN OR FILE OR SUFFER TO EXIST UNDER THE UNIFORM COMMERCIAL CODE OF ANY
JURISDICTION A FINANCING STATEMENT THAT NAMES ANY BORROWER OR ANY OF ITS
SUBSIDIARIES AS DEBTOR, OR ASSIGN ANY ACCOUNTS OR OTHER RIGHT TO RECEIVE INCOME,
OTHER THAN THE FOLLOWING:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 5.08(B)
AND ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT (I) THE PROPERTY COVERED
THEREBY IS NOT CHANGED,