TO THE AGENT, FROM TIME
TO TIME, SOLELY FOR THE AGENT'S CONVENIENCE IN MAINTAINING A RECORD OF THE
COLLATERAL, SUCH WRITTEN STATEMENTS, AND SCHEDULES AS THE AGENT MAY REASONABLY
REQUIRE, DESIGNATING, IDENTIFYING OR DESCRIBING THE COLLATERAL. THE COMPANY'S
FAILURE, HOWEVER, TO PROMPTLY GIVE THE AGENT SUCH STATEMENTS, OR SCHEDULES SHALL
NOT AFFECT, DIMINISH, MODIFY OR OTHERWISE LIMIT THE AGENT'S AND/OR THE LENDERS'
SECURITY INTERESTS IN THE COLLATERAL.
7.4
[RESERVED].
7.5
UNTIL TERMINATION OF THIS AGREEMENT AND PAYMENT AND SATISFACTION
OF ALL OBLIGATIONS HEREUNDER, THE COMPANY AGREES THAT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE AGENT, EXCEPT AS OTHERWISE HEREIN PROVIDED, THE COMPANY WILL NOT:
(A)
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 COLLATERAL, OR UPON OR WITH RESPECT TO ANY P.O. BOX OR BLOCKED ACCOUNT
TO WHICH ANY COLLECTIONS ARE SENT, OR ASSIGN ANY RIGHT TO RECEIVE INCOME IN
RESPECT THEREOF;
(B)
EXTEND, AMEND OR OTHERWISE MODIFY THE TERMS OF ANY RECEIVABLE, OR
AMEND, MODIFY OR WAIVE ANY TERM OR CONDITION OF ANY CONTRACT RELATED THERETO IN
A MANNER INCONSISTENT WITH ITS PAST PRACTICES OR WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
MAKE ANY CHANGE IN THE CHARACTER OF ITS BUSINESS OR IN THE CREDIT
AND COLLECTION POLICY, WHICH CHANGE WOULD, IN EITHER CASE, IMPAIR THE
COLLECTIBILITY OF ANY MATERIAL PORTION OF THE ELIGIBLE RECEIVABLES;
(D)
MAKE ANY CHANGE IN ITS INSTRUCTIONS TO OBLIGORS REGARDING PAYMENTS
TO BE MADE TO ANY P.O. BOX OR BLOCKED ACCOUNT, UNLESS THE AGENT HAS RECEIVED
NOTICE OF SUCH
38
ADDITION, TERMINATION OR CHANGE AND THE NEW ACCOUNT SHALL HAVE BEEN SUBJECTED TO
THE PROVISIONS OF A BLOCKED ACCOUNT AGREEMENT;
(E)
EXCEPT FOR PROCEEDS OF EXCLUDED RECEIVABLES (WHICH SHALL BE
ELECTRONICALLY SWEPT OR OTHERWISE TRANSFERRED OUT OF SUCH BLOCKED ACCOUNT WITHIN
TWO BUSINESS DAYS OF BEING DEPOSITED THEREIN IN ACCORDANCE WITH SECTION 7.2(H)),
DEPOSIT OR OTHERWISE CREDIT, OR CAUSE OR PERMIT TO BE SO DEPOSITED OR CREDITED,
TO ANY BLOCKED ACCOUNT OR RELATED P.O. BOX CASH OR CASH PROCEEDS OTHER THAN
COLLECTIONS, OR OTHERWISE COMMINGLE IN ANY SUCH BLOCKED ACCOUNT ANY GENERAL
OPERATING FUNDS OF THE COMPANY;
(F)
CHANGE ITS NAME OR TYPE OR JURISDICTION OF ORGANIZATION (WITHIN THE
MEANING OF SECTIONS 9-503 OR 9-507 OF THE UCC OF ALL APPLICABLE JURISDICTIONS)
UNLESS IT SHALL HAVE (I) GIVEN THE AGENT AT LEAST 45 DAYS' PRIOR NOTICE THEREOF,
AND (II) DELIVERED TO THE AGENT ALL FINANCING STATEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS REQUESTED BY THE AGENT IN CONNECTION WITH SUCH CHANGE, EVENT OR
RELOCATION;
(G)
PERMIT THE RATIO (EXPRESSED AS A PERCENTAGE) OF DEBT OF THE COMPANY
TO TOTAL CAPITAL TO EXCEED, ON ANY COVENANT COMPLIANCE DATE FROM DECEMBER 31,
2004 THROUGH TERMINATION OF THIS AGREEMENT AND PAYMENT AND SATISFACTION OF ALL
OBLIGATIONS HEREUNDER, 90%; OR
(H)
PERMIT THE RATIO OF (A) EBITDA TO (B) THE AGGREGATE AMOUNT OF
CONSOLIDATED INTEREST EXPENSE ACCRUED ON DEBT OF THE COMPANY ON ANY COVENANT