endorse, contingently
agree to purchase or otherwise become liable for or upon or incur any obligation
of any Person, except:
(A)
BORROWER OR ANY OF ITS DOMESTIC
SUBSIDIARIES MAY ENTER INTO GUARANTEES OF INDEBTEDNESS OF BORROWER OR ANY SUCH
DOMESTIC SUBSIDIARY THAT ARE CREDIT PARTIES OTHERWISE PERMITTED UNDER
SECTION 7.2;
(B)
BORROWER AND ITS SUBSIDIARIES MAY ENDORSE
CHECKS FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
(C)
BORROWER AND THE REVOLVING BORROWER MAY
ENTER INTO UNSECURED HEDGING AGREEMENTS IN THE ORDINARY COURSE OF BUSINESS FOR
BONA FIDE HEDGING PURPOSES AND NOT FOR SPECULATION IN AN AGGREGATE NOTIONAL OR
CONTRACT AMOUNT NOT TO EXCEED $250,000 OUTSTANDING AT ANY TIME;
(D)
CONTINGENT OBLIGATIONS OF BORROWER AND ITS
SUBSIDIARIES INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO
WORKERS' COMPENSATION CLAIMS, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF SOCIAL
SECURITY BENEFITS, SELF-INSURANCE OBLIGATIONS, BANKERS' ACCEPTANCES, PERFORMANCE
BONDS, APPEAL AND SURETY BONDS AND OTHER SIMILAR OBLIGATIONS;
31
(E)
CONTINGENT OBLIGATIONS OF BORROWER AND ITS
SUBSIDIARIES ARISING UNDER INDEMNITY AGREEMENTS TO TITLE INSURERS TO CAUSE SUCH
TITLE INSURERS TO ISSUE TO AGENT TITLE INSURANCE POLICIES;
(F)
THE TSE CONTINGENT OBLIGATIONS;
(G)
CONTINGENT OBLIGATIONS OF ANY CREDIT PARTY
OR SUBSIDIARY THEREOF ARISING FROM INDEMNIFICATION OBLIGATIONS TO ITS DIRECTORS,
OFFICERS AND EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS;
(H)
A GUARANTY OF THE OBLIGATIONS OF THE
REVOLVING BORROWER UNDER THE REVOLVING LOAN DOCUMENTS;
(I)
INDEMNITIES GIVEN BY ANY CREDIT PARTY OR
ANY SUBSIDIARY THEREOF TO ITS CUSTOMERS, VENDORS, INDEPENDENT CONTRACTORS,
PURCHASERS OR SELLERS OF PROPERTY, OR OTHER THIRD PARTIES IN THE ORDINARY COURSE
OF BUSINESS; AND
(J)
CONTINGENT OBLIGATIONS IN RESPECT OF
EVOLVING SYSTEMS' GUARANTEE OF THE EXPENSES INCURRED BY CERTAIN EMPLOYEES IN
CONNECTION WITH THE USE OF CREDIT CARDS SPONSORED BY EVOLVING SYSTEMS IN AN
AGGREGATE AMOUNT NOT TO EXCEED $150,000 AT ANY TIME OUTSTANDING.
7.9
ORGANIZATIONAL DOCUMENTS; ACCOUNTING CHANGES;
USE OF PROCEEDS; INSURANCE; BUSINESS
No Credit Party shall, and no Credit Party shall permit or cause any of its
Subsidiaries to:
(A)
AMEND, MODIFY, RESTATE OR CHANGE ANY OF ITS
ARTICLES OF INCORPORATION, BYLAWS, CERTIFICATE OF FORMATION, OPERATING
AGREEMENT, AND OTHER CHARTER DOCUMENTS, IN ANY RESPECT ADVERSE TO AGENT OR
LENDERS (INCLUDING CHANGING ITS NAME), OR MAKE ANY MATERIAL CHANGE TO ITS EQUITY
CAPITAL STRUCTURE OR, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT (BUT WITHOUT
LIMITING THE MERGERS OR OTHER TRANSACTIONS INVOLVING ANY CREDIT PARTY OTHERWISE
PERMITTED UNDER SECTION 7.4(H)), REINCORPORATE OR REORGANIZE ITSELF UNDER THE
LAWS OF ANY JURISDICTION OTHER THAN THE JURISDICTION IN WHICH IT IS INCORPORATED
OR ORGANIZED AS OF THE CLOSING DATE;
(B)
MAKE ANY SIGNIFICANT CHANGE IN ACCOUNTING
TREATMENT OR REPORTING PRACTICES, EXCEPT AS REQUIRED BY GAAP OR TO ACCOMMODATE
FAS 123R, OR CHANGE ITS FISCAL YEAR;
(C)
USE ANY PROCEEDS OF THE LOAN, DIRECTLY OR
INDIRECTLY, FOR "PURCHASING" OR "CARRYING" "MARGIN STOCK" AS DEFINED IN
REGULATIONS T, U OR X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM,
OR TO REPAY OR REFINANCE INDEBTEDNESS INCURRED TO SO "PURCHASE" OR "CARRY"
"MARGIN STOCK," OR OTHERWISE IN VIOLATION