PAYROLL
ACCOUNTS ARE MAINTAINED AS ZERO BALANCE ACCOUNTS) TO DELIVER TO THE
ADMINISTRATIVE AGENT A WRITING, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT, (X) ACKNOWLEDGING AND CONSENTING TO THE SECURITY INTEREST
OF THE ADMINISTRATIVE AGENT IN SUCH ACCOUNT AND ALL CASH, CHECKS, DRAFTS AND
OTHER INSTRUMENTS OR WRITINGS FOR THE PAYMENT OF MONEY FROM TIME TO TIME
THEREIN, (Y) CONFIRMING SUCH FINANCIAL INSTITUTION'S AGREEMENT TO FOLLOW THE
INSTRUCTIONS OF THE ADMINISTRATIVE AGENT WITH RESPECT TO ALL SUCH CASH, CHECKS,
DRAFTS AND OTHER INSTRUMENTS OR WRITINGS FOR THE PAYMENT OF MONEY FOLLOWING
(OTHER THAN WITH RESPECT TO THE PNC ACCOUNTS WHICH SHALL BE SUBJECT TO THE
ADMINISTRATIVE AGENT'S FULL DOMINION AND CONTROL) RECEIPT FROM THE
ADMINISTRATIVE AGENT OF NOTICE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT OR
UNMATURED EVENT OF DEFAULT AND (Z) WAIVING ALL RIGHTS OF SETOFF AND BANKER'S
LIEN ON ALL ITEMS HELD IN ANY SUCH ACCOUNT (OTHER THAN WITH RESPECT TO PAYMENT
OF FEES AND EXPENSES FOR ACCOUNT SERVICES).
10.10
DEPOSIT ACCOUNTS. EXCEPT FOR THE PNC ACCOUNTS OR UNLESS THE
ADMINISTRATIVE AGENT OTHERWISE CONSENTS IN WRITING, IN ORDER TO FACILITATE THE
ADMINISTRATIVE AGENT'S AND THE LENDERS' MAINTENANCE AND MONITORING OF THEIR
SECURITY INTERESTS IN THE COLLATERAL, MAINTAIN ALL OF THEIR PRINCIPAL DEPOSIT
ACCOUNTS WITH THE ADMINISTRATIVE AGENT.
10.11
PNC BANK ACCOUNTS. NOT LATER THAN DECEMBER 31, 2007, COMPANY SHALL
SUBMIT TO ALL ACCOUNT DEBTORS REMITTING PAYMENTS TO THE COMPANY'S PNC ACCOUNTS
ALL PROPER NOTICES AND REQUESTS TO CAUSE SUCH ACCOUNT DEBTORS TO REMIT SUCH
PAYMENTS DIRECTLY TO A DEPOSIT ACCOUNT MAINTAINED WITH THE ADMINISTRATIVE AGENT.
SECTION 11.
NEGATIVE COVENANTS
55
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated or Cash Collateralized, the Company
agrees that, unless at any time the Required Lenders shall otherwise expressly
consent in writing, it will:
11.1
DEBT. NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY DEBT, EXCEPT:
(A)
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
DEBT SECURED BY LIENS PERMITTED BY SECTION 11.2(D), AND
EXTENSIONS, RENEWALS AND REFINANCINGS THEREOF; PROVIDED THAT THE AGGREGATE
AMOUNT OF ALL SUCH DEBT AT ANY TIME OUTSTANDING SHALL NOT EXCEED $2,000,000;
(C)
DEBT OF THE COMPANY TO ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY OR
DEBT OF ANY DOMESTIC WHOLLY-OWNED SUBSIDIARY TO THE COMPANY OR ANOTHER DOMESTIC
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT SUCH DEBT SHALL BE EVIDENCED BY A DEMAND
NOTE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND PLEDGED AND DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL
DOCUMENTS AS ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS, AND THE
OBLIGATIONS UNDER SUCH DEMAND NOTE SHALL BE SUBORDINATED TO THE OBLIGATIONS OF
THE COMPANY HEREUNDER IN A MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT;
(D)
THE EARN-OUT OBLIGATIONS;
(E)
HEDGING OBLIGATIONS APPROVED BY ADMINISTRATIVE AGENT AND INCURRED
IN FAVOR OF LASALLE OR AN AFFILIATE THEREOF FOR BONA FIDE HEDGING