Covenants of Transferor. The Transferor hereby covenants that:
Covenants of Transferor. 24 Section 2.06.
Covenants of Transferor. SECTION 5.1. PROTECTION OF TITLE TO TRANSFEROR ASSETS. Transferor covenants and agrees with Purchaser as follows:
(a) Transferor shall authorize and file such UCC financing statements and cause to be authorized and filed such UCC continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser, Owner Trustee and Indenture Trustee in the Receivables and the proceeds thereof. Transferor shall deliver (or cause to be delivered) to Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Transferor fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of such Transferor. In furtherance of the foregoing, the Transferor hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.
(b) Transferor shall not change its name, identity or corporate structure or jurisdiction of organization in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of the UCC, unless it shall have given Purchaser, Owner Trustee and Indenture Trustee at least 60 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
(c) Transferor shall give Purchaser, Owner Trustee and Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or change in its jurisdiction or organization, if, as a result of such relocation, the applicable provisions of ...
Covenants of Transferor. 32 SECTION 2.6 Addition of Accounts..................................35 SECTION 2.7 Removal of Accounts...................................38 SECTION 2.8 Discount Option.......................................40 SECTION 2.9 Additional Transferors.................................40
Covenants of Transferor. Transferor covenants as follows:
(a) RECEIVABLES TO BE ACCOUNTS, GENERAL INTANGIBLES OR CHATTEL PAPER. Except in connection with the enforcement or collection of an Account, Transferor will take no action to cause any Receivable transferred by it to the Trust to be evidenced by any instrument and, if any such Receivable is so evidenced (whether or not in connection with the enforcement or collection of an Account), it shall be deemed to be an Ineligible Receivable in accordance with SECTION 2.5(a) and shall be reassigned to Transferor in accordance with SECTION 2.5(b).
Covenants of Transferor. 15 7.1. Conduct of Business...............................................15
Covenants of Transferor. So long as any Investor Certificates remain outstanding (other than any Investor Certificates payment for which has been duly provided for in accordance with this Agreement), Transferor shall, unless each Required Person shall otherwise consent in writing:
(a) Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations, judgments, decrees and orders (including those relating to the Receivables, the Related Transferred Assets, the funds in the Transaction Accounts and the related Contracts and any other agreements related thereto), in each case to the extent the failure to comply, individually or in the aggregate for all such failures, would have a substantial likelihood of having a Material Adverse Effect.
Covenants of Transferor. The Transferor further covenants that, prior to termination of the Trust:
(i) It will not engage at any time in any business or business activity other than such activities expressly set forth in its Certificate of Incorporation, and will not amend its Certificate of Incorporation or otherwise amend, alter, change or repeal the special purposes or separateness provisions or the definition of Independent Director (as defined in the Certificate of Incorporation) with respect to the Certificate of Incorporation or bylaws of the Transferor without (x) the prior written consent of the Majority Controlling Noteholders, (y) delivery of an Opinion of Counsel stating that, in the opinion of such counsel, engaging in such business or business activity or amendment to its Certificate of Incorporation or bylaws would not be materially adverse to the interests of the Noteholders and (z) satisfaction of the Rating Agency Condition.
(ii) [Reserved].
(iii) It will not:
(A) Fail to do all things necessary to maintain its corporate existence separate and apart from BVAC or the Trust and any other Person, including, without limitation, holding regular meetings of its stockholders and board of directors and maintaining appropriate corporate books and records (including a current minute book);
(B) Suffer any limitation on the authority of its own directors and officers to conduct its business and affairs in accordance with their independent business judgment or authorize or suffer any Person (other than its own officers and directors or others customarily delegated under powers of attorney) to take any action for which a corporation's own officers and directors would customarily be responsible;
(C) Fail to (i) maintain, or cause to be maintained by an agent of the Transferor under the Transferor's control, physical possession of all its books and records, (ii) maintain capitalization adequate for the conduct of its business, (iii) account for and manage all its liabilities separately from those of any other Person, including payment by it of all payroll, administrative expenses and taxes, if any, from its own assets, (iv) segregate and identify separately all of its assets from those of any other Person, (v) to the extent any such payments are made, pay its employees, officers and agents for services performed for the Transferor or (vi) maintain a separate office address with a separate telephone number from those of BVAC, the Trust or any other affiliate thereof; or
(D) Excep...
Covenants of Transferor. Transferor hereby covenants that:
(a) RECEIVABLES TO BE ACCOUNTS. Transferor will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC). Each Receivable shall be payable pursuant to a contract which does not create a Lien on any goods purchased thereunder. Transferor will take no action to cause any Receivable to be anything other than an "account" (as defined in the UCC).
Covenants of Transferor. Transferor hereby covenants that:
(a) Receivables to be General Intangibles. Transferor will take no action to cause any Receivable to be anything other than a general intangible as defined under the UCC of the Commonwealth of Pennsylvania.
