Common use of Negative Covenants of Originators Clause in Contracts

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 to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originator.

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 507 of the UCC) or jurisdiction of organization 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-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box 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 Lock-BoxCollection Account. (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') ’s prior written consent. Except as otherwise permitted in its capacity as Servicer pursuant to Article VIII of the Purchase Agreement, such Such Originator will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection PolicyPolicy except for such modifications such Originator shall deem appropriate in its good faith business judgment and which could not reasonably be expected to have a Material Adverse Effect. (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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-BoxBox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise unless agreed to any Receivable of such Originatorin advance in writing by Buyer (and its assigns).

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 507 of the UCC) or jurisdiction of organization 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-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box 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 Lock-BoxCollection Account. (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') ’s prior written consent. Except as otherwise permitted in its capacity as Servicer pursuant to Article VIII of the Purchase Agreement, such Such Originator will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection PolicyPolicy except for such modifications such Originator shall deem appropriate in its good faith business judgment and which could not reasonably be expected to have a Material Adverse Effect. (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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arisesarises (other than rights to payments and related proceeds under any Contract, which rights have been sold to a Contract Payment Purchaser in connection with a Contract Payment Sale transaction), or any Lock-BoxBox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventoryinventory except as contemplated by the Intercreditor Agreement, the financing of which gives rise unless agreed to any Receivable of such Originatorin advance in writing by Buyer (and its assigns).

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 corporate structure (within the meaning of Section 9-402(7) 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 (or and the Agent, as its assignsassignee) at least thirty (30) days' prior written notice thereof and (ii) delivered to Buyer the Agent (or its assignsas Buyer's assignee) all financing statements, instruments and other documents reasonably requested by Buyer (or its assigns) the Agent in connection with such change or relocation. (b) Change in Payment Instructions to Obligors. Such Originator will not add or terminate any Lock-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box Collection Account Agreement with respect to the new Collection Account or Lock-Box; providedPROVIDED, howeverHOWEVER, that such Originator may make changes in instructions to Obligors without any prior notice regarding payments if such new instructions require such Obligor to make payments to another existing Lock-BoxCollection Account. Such Originator will not deposit or authorize the deposit of any funds into any Collection Account other than Collections. (c) Modifications to Contracts and Credit and Collection Policy. Such Except as otherwise expressly permitted by the Transaction Documents, such Originator will not make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables originated by it or decrease the credit quality of any of its newly created Receivables without the Buyer's (or its assigns') prior written consentReceivables. 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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-BoxBox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originator.

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 507 of the UCC) or jurisdiction of organization 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-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box 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 Lock-BoxCollection Account. (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 Such Originator will not, and will not permit any Originator to, 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 Policy except for such Originator, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of modifications such Originator arises, or any Lock-Box, or assign any right shall deem appropriate in its good faith business judgment and which could not reasonably be expected to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originatorhave a Material Adverse Effect.

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 corporate structure (within the meaning of Section 9-402(7) 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: : (iA) given Buyer (or its assigns) at least thirty forty-five (3045) days' prior written notice thereof and (iiB) 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-Boxbank as a Blocked Account Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-BoxBlocked Bank or a Blocked Account, an executed Lock-Box Blocked Account Agreement with respect to the new Lock-BoxBlocked 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 Lock-BoxBlocked Account. (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 originated by it or decrease the credit quality of any of its newly created Receivables without the Buyer's (or its assigns') prior written consentReceivables. 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 to any Receivable 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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-BoxBox or Blocked Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory. (e) Accounting for Purchase. Originator will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the financing transactions contemplated hereby in any manner other than the sale by Originator to Buyer of which gives rise to the Receivables originated by Originator and the associated Related Security or in any Receivable other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of such OriginatorReceivables and Related Security by Originator to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

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(7507(c) of any applicable enactment of the UCC) or relocate change the location of its chief executive office office, its jurisdiction of organization or any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least thirty forty-five (3045) 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-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box 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 Lock-BoxCollection Account. (c) Modifications to Contracts and Credit and Collection PolicyPolicies. Such Originator will not make any change to the its 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 consentReceivables. Except as otherwise permitted for ACBL in its capacity as Servicer pursuant to Article VIII of the Receivables 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 its 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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-BoxBox or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originator.

Negative Covenants of Originators. Until the date on which this --------------------------------- Agreement terminates in accordance with its termsterms and all obligations or such Originator hereunder have been paid in full, each Originator hereby covenants to Buyer and the Agents 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) Article 9 of any --------- applicable enactment of the UCC) ), change its jurisdiction of organization or organize in an additional jurisdiction or relocate its chief executive office or any office where Records are kept corporate credit management is administered unless it shall have: (i) given Buyer (or its assignsand the Collateral Agent, as Buyer's assignee) at least thirty forty-five (3045) days' prior written notice thereof and (ii) delivered to Buyer (or its assignsand to the Collateral Agent, as Buyer's assignee) all financing statements, instruments and other documents requested by Buyer (or its assigns) any of the Agents in connection with such change or relocation. (b) Change in Payment Instructions to Obligors. Such Originator will not ------------------------------------------ add or terminate any Lock-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox or Collection Account, unless Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) 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 Lock-Box Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that such an Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lock-BoxCollection Account. (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 to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originator.

Negative Covenants of Originators. Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants covenants, 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 Records are kept unless it shall have: (i) given Buyer (or its assigns) at least thirty forty-five (3045) 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-Boxbank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxBox 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 Lock-Box 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 Lock-BoxCollection Account. (c) Modifications to Contracts Contracts, Invoices and Credit and Collection Policy. Such Originator will not amend, modify or otherwise make any change to the Credit and Collection Policy or any Contract or Invoice 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 consentReceivables. Except as otherwise permitted in its capacity as Sub-Servicer pursuant to Article V of this Agreement and Article VIII of the Purchase Agreement, such Originator Jabil will not extend, amend or otherwise modify the terms of any Receivable or any Contract Invoice 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(other than the CISCO Receivables), 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 to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing of which gives rise to any Receivable of such Originator.any

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) legal name, (iii) identity or corporate structure (within the meaning of Section 9-402(7) Article 9 of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records Receivable Files are kept unless unless, in each of the foregoing cases, it shall have: : (iA) given Buyer (or its assignsand Administrator as Buyer's pledgee) at least thirty ten (3010) days' prior written notice thereof and (iiB) delivered to Buyer Administrator (or its assignsas Buyer's pledgee) all financing statements, instruments and other documents reasonably requested by Buyer (or its assignsAdministrator, as Buyer's pledgee) in connection with such change or relocation. (b) Change in Payment Instructions to Obligors. Such Originator will not add or terminate any Lock-Box, LockBox or make any change in the instructions to Obligors regarding payments to be made to any Lock-BoxLockBox Account, unless Buyer (or its assigns) and Administrator 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-BoxLockBox or LockBox Account, 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-BoxLockBox Agreement. (c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any material change to the Credit and Collection Policy that could reasonably be expected to materially adversely affect the collectibility of the Receivables originated by it or materially decrease the credit quality of any of its newly created Receivables without the Buyer's (or its assigns') prior written consentReceivables. Except as otherwise permitted in its capacity permitted, if such Originator is acting as a Servicer pursuant to Article VIII of the Purchase Loan 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, LiensAdverse Claims. 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 OriginatorReceivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable of such Originator arises, or any Lock-BoxLockBox or LockBox Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. (e) Accounting for Purchases. Such Originator shall will not, and will not create or suffer to exist permit any mortgageAffiliate to, pledge, security interest, encumbrance, lien, charge account for the transactions contemplated hereby in any financial statements in any manner other than the sale (or other similar arrangement outright conveyance) by such Originator to Buyer of the Receivables and the associated Collections and Related Security except to the extent that such transactions are not recognized on any account of its inventory, the financing of which gives rise to any Receivable of such Originatorconsolidated financial reporting in accordance with generally accepted accounting principles.