CLEAR OF ALL LIENS, SECURITY INTERESTS OR RESTRICTIONS ON TRANSFER
(EXCEPT AS CREATED BY PURCHASER), IN FAVOR OF PURCHASER (OR ITS ASSIGNEE,
INCLUDING ANY PURCHASER SENIOR CREDITOR), INCLUDING TAKING SUCH ACTION TO
PERFECT, PROTECT OR MORE FULLY EVIDENCE THE INTEREST OF PURCHASER (OR ITS
ASSIGNEE, INCLUDING ANY PURCHASER SENIOR CREDITOR), AS PURCHASER MAY REASONABLY
REQUEST.
(F)
NO SALES, LIENS, ETC.
NO SELLER SHALL
SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR
CREATE OR SUFFER TO EXIST ANY LIENS, SECURITY INTERESTS OR RESTRICTIONS ON
TRANSFER UPON (INCLUDING THE FILING OF ANY FINANCING STATEMENT) OR WITH RESPECT
TO (I) ANY OF THE PURCHASED ASSETS, OR (II) THE LOCKBOX ACCOUNT, EXCEPT AS
CREATED BY PURCHASER OR AS EXPRESSLY SET FORTH IN THE LOCKBOX AGREEMENT.
(G)
NO EXTENSION OR AMENDMENT OF PURCHASED
ACCOUNTS.
NO SELLER SHALL EXTEND, AMEND OR OTHERWISE MODIFY THE TERMS OF ANY
PURCHASED ACCOUNTS, OR AMEND, MODIFY OR WAIVE TERMS OR CONDITIONS OF THE
CONTRACT RELATED THERETO, WHICH EXTENSION, AMENDMENT OR MODIFICATION WOULD
MATERIALLY ADVERSELY AFFECT THE COLLECTIBILITY THEREOF.
(H)
CHANGE IN PAYMENT INSTRUCTIONS; LOCKBOX
ACCOUNT.
NO SELLER SHALL MAKE ANY CHANGE IN ITS INSTRUCTIONS TO ACCOUNT DEBTORS
REGARDING PAYMENTS (INCLUDING WITH RESPECT TO RECEIVABLES THAT ARE NOT PURCHASED
ACCOUNTS) TO BE MADE TO THE LOCKBOX ACCOUNT, UNLESS SUCH INSTRUCTIONS ARE MADE
AT THE WRITTEN REQUEST OF OR WITH THE WRITTEN CONSENT OF PURCHASER.
NO SELLER
SHALL MAINTAIN ANY LOCKBOX OR OTHER COLLECTION ACCOUNT OTHER THAN THE LOCKBOX
ACCOUNT.
IF THE TERMINATION DATE OCCURS, NO SELLER SHALL ESTABLISH A NEW
LOCKBOX OR OTHER COLLECTION ACCOUNT OR ENTER INTO A NEW LOCKBOX AGREEMENT UNTIL
THE EARLIEST TO OCCUR OF (I) THE FINAL LIQUIDATION DATE, (II) THE DATE ON WHICH
THE TERMINATION OPTION IS CONSUMMATED, AND (III) SUCH EARLIER DATE AS DETERMINED
BY PURCHASER IN ITS SOLD DISCRETION.
(I)
CHANGE IN NAME OR ORGANIZATION.
NO
SELLER SHALL CHANGE ITS NAME, IDENTITY, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION, ORGANIZATIONAL STRUCTURE OR THE LOCATION
19
OF ITS CHIEF EXECUTIVE OFFICE, UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO THE
EFFECTIVE DATE OF ANY SUCH CHANGE THE APPLICABLE SELLER NOTIFIES PURCHASER OF
SUCH CHANGE AND DELIVERS TO PURCHASER SUCH DOCUMENTS, INSTRUMENTS OR AGREEMENTS,
EXECUTED BY THE APPLICABLE SELLER AS ARE NECESSARY TO REFLECT SUCH CHANGE AND TO
CONTINUE THE PERFECTION OF PURCHASER'S OWNERSHIP INTERESTS IN THE PURCHASED
ASSETS.
(J)
NOTICE OF CHANGE OF CONTROL.
THE SELLER
PARENT SHALL PROMPTLY (AND IN ANY EVENT AT LEAST TWENTY (20) BUSINESS DAYS PRIOR
THE EFFECTIVENESS OF ANY SUCH CHANGE OF CONTROL) PROVIDE PURCHASER WITH WRITTEN
NOTICE OF ANY PROPOSED CHANGE OF CONTROL; PROVIDED, THAT, IN THE EVENT SUCH
PROPOSED CHANGE OF CONTROL IS SUBJECT TO ANY CONFIDENTIALITY RESTRICTIONS,
PURCHASER WILL AGREE TO BE BOUND BY SUCH RESTRICTIONS.
(K)
INTERCREDITOR AGREEMENT.
THE SELLERS
HEREBY COVENANT AND AGREE THAT PRIOR TO ANY SELLER ENTERING INTO ANY SECURED
FINANCING ARRANGEMENT WITH A LENDER PURSUANT TO WHICH ANY SELLER GRANTS A
SECURITY INTEREST THAT COVERS ASSETS OF THE SAME TYPE AS THE PURCHASED ASSETS,
THE SELLERS SHALL