Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants that:
Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants that:
(a) Name Change, Offices and Records. Originator will not change its (i) state of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC) or relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of Buyer's interest in the Receivables or the associated Related Security and Collections or any office where Records are kept unless it shall have: (A) given Buyer (or its assigns) at least forty-five (45) days' prior written notice thereof and (B) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Originator will not add or terminate any bank as a Blocked Account Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Blocked Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Blocked Bank or a Blocked Account, an executed Blocked Account Agreement with respect to the new Blocked Account; provided, however, that such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Blocked Account.
(c) Modifications to Contracts and Credit and Collection Policy. Originator will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables originated by it or decrease the credit quality of any of its newly created Receivables. Except as otherwise permitted in its capacity as Servicer pursuant to the Purchase Agreement, Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract related to any Receivable other than in accordance with the Credit and Collection Policy.
(d) Sales, Liens. Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or w...
Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants that:
(a) Name Change, Offices and Records. Such Originator will not (i) change its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), identity, corporate structure or location of books and records unless, at least fifteen (15) Business Days prior to the effective date of any such name change, change in corporate structure or change in location of books and records, such Originator notifies Buyer thereof and delivers to Buyer (or its assigns) such financing statements (Forms UCC-1 and UCC-3) executed by such Originator (if required under applicable law) which Buyer (or its assigns) may reasonably request to reflect such name change, location change or change in corporate structure, together with such other documents and instruments that Buyer (or its assigns) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have a first priority, perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any Collections thereon, or (ii) change its jurisdiction of organization unless Buyer (or its assigns) shall have received from such Originator, prior to such change, (A) those items described in clause (i) hereof, and (B) if Buyer (or any of its assigns) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such organization and such Originator's valid existence and good standing and the perfection and priority of Buyer's ownership or security interest in the Receivables originated by such Originator and the Related Security and the Collections related thereto.
(b) Change in Payment Instructions to Obligors. Such Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, , unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that such Originator may make changes in instructions to Obligors regard...
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in full, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, that:
(a) Name Change, Offices and Records. Such Originator will not -------------------------------- change its name, identity or corporate structure (within the meaning of Section ------- 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive -------- office or any office where corporate credit management is administered unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assignees) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assignees) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assignees) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator, with respect to itself, hereby covenants that:
(a) Change in Name, Jurisdiction of Organization. Such Originator will not change (i) its name as it appears in official filings in the jurisdiction of its organization, (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC) in such jurisdiction, (iii) its organizational identification number, if any, issued by its jurisdiction of organization, or (iv) its jurisdiction of organization unless it shall have: (A) given Buyer (or its assigns) at least thirty (30) days’ prior written notice thereof and (B) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.
Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants, as to itself, that:
(a) Name Change, Offices and Records. Such Originator will not change its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or its identity, corporate structure, jurisdiction of organization, or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Buyer and the Agent at least forty-five (45) days' prior written notice thereof, (ii) delivered to the Buyer and the Agent all financing statements, instruments and other documents requested by the Buyer or the Agent in connection with such change so that Buyer and the Agent, for the benefit of itself and the Purchasers, continue to have a first priority, perfected ownership or security interest in the Receivables, the Related Security and any Collections thereon, and (iii) in the case of a change of the jurisdiction of organization, delivered to the Agent an opinion of counsel in form and substance satisfactory to the Agent, as to such organization and the applicable Originator's valid existence and good standing and the perfection and priority of the Buyer's and the Agent's ownership or security interest in the Receivables, the Related Security and any Collections thereon.
Negative Covenants of Originators. The Originator covenants and agrees that, without the prior written consent of the Buyer and the Agent, from and after the Closing Date and until the Termination Date:
Negative Covenants of Originators. Until the date this Agreement shall terminate in accordance with its terms, each of the Originators hereby covenants, individually and in its capacity as a Sub-Servicer, that:
(a) Name Change, Offices, Records and Books of Accounts. Such Originator will not change its name or legal form or relocate any office where Records are kept unless it shall have: (i) given the Buyer and the Agents at least 30 days prior notice thereof (in the case of a change of name or legal form) and (ii) delivered to the Buyer all financing statements, instruments and other documents requested by the Buyer (or any Agent on behalf of the Buyer) in connection with such change or relocation.
Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants that:
(a) Name Change, Offices and Records. Such Originator will not change its (i) state of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC) or relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of Buyer's interest in the Receivables or the associated Related Security (except for Excluded Items) and Collections or any office where Receivable Files are kept unless, in each of the foregoing cases, it shall have: (A) given Buyer (and, at any time while the Loan Agreement remains in effect, Administrator) written notice thereof within 30 days thereafter and (B) delivered to Buyer or, at any time while the Loan Agreement remains in effect, Administrator all financing statements, instruments and other documents reasonably requested by Buyer or, at any time while the Loan Agreement remains in effect, Administrator, in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will not add or terminate any LockBox, LockBox Account or Depositary Account, or make any change in the instructions to Obligors regarding payments to be made to any LockBox, any LockBox
Negative Covenants of Originators. From and after its Effective Date until the date on which this Agreement terminates in accordance with its terms, each Originator (and, solely in the case of Section 4.2(f) below, Originator Agent) hereby covenants that:
(a) Name Change, Offices and Records. Such Originator will not change its (i) state of organization, (ii) name, (iii) identity or legal structure (within the meaning of Article 9 of any applicable enactment of the UCC) or relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of Buyer's interest in the Receivables or the associated Related Security and Collections or any office where Records are kept unless it shall have:
(i) given Buyer and the Agents (as Buyer's assignees) at least thirty (30) days' prior written notice thereof and (ii) delivered to the Agents (as Buyer's assignees) all financing statements, instruments and other documents reasonably requested by the Agents in connection with such change or relocation.
