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, each Originator hereby covenants 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 Records are kept unless it shall have:
(i) given Buyer (or its assigns) at least thirty (30) days' prior written notice thereof and (ii) 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. Such Originator will not add or terminate any Lock-Box, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box, 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 Lock-Box, an executed Lock-Box Agreement with respect to the new Lock-Box; 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 Lock-Box.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables without the Buyer's (or its assigns') prior written consent. Except as otherwise permitted in its capacity as Servicer pursuant to Article VIII of the Purchase Agreement, such Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.
(d) Sales, Liens. Such 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 with respect to, any Receivable of such Originator, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-Box, or assign any right t...
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) Name Change, Offices and Records. Such Originator will not (i) change its state of organization or name, (ii) cease to be a "registered organization" (within the meaning of Article 9 of any applicable enactment of the UCC) or (iii) 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 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.
(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 regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any material change or material amendment to the Credit and Collection Policy unless, at least 30 days prior to such material change or material amendment, it has delivered to the Buyer (or its assigns) a copy of the Credit and Collection Policy then in effect and notice (i) indicating such proposed change or amendment, and (ii) if such proposed change would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer's (and the Agent's, as Buyer's assignee) consent thereto. Except as otherwise permitted in its capacity as Servicer pursuant to the Purcha...
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. From each Originator's Applicable Closing Date until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants that:
(a) NAME CHANGE, JURISDICTION OF ORGANIZATION, CORPORATE STRUCTURE, OFFICES AND RECORDS. Such Originator will not change its jurisdiction of organization, name, identity or structure (within the meaning of Sections 9-503 or 9-507 of the UCC of all applicable jurisdictions) 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 with respect thereto or any office where Records are kept unless it shall have: (i) given Buyer (and the Administrative Agent, as its assignee) at least 30 days' prior notice thereof and (ii) delivered to the Administrative Agent (as Buyer's assignee) all financing statements, instruments and other documents requested by the Administrative Agent 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 (or its assigns) shall have received, at least 10 days before the proposed effective date therefor, (i) 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 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 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
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. 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 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. Article V
