Common use of Negative Covenants of the Originator Clause in Contracts

Negative Covenants of the Originator. The Originator ------------------------------------ shall not, without the written consent of PSC and each assignee of PSC's rights: (a) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, or assign any right to receive income in respect of any Transferred Receivable or related Contract with respect thereto, or upon or with respect to any Lockbox, any Lockbox Account or any Blocked Account; (b) extend, amend, forgive, discharge, compromise, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto (except as to the Originator in its capacity as the Servicer under the Purchase Agreement); (c) make any change in its instructions to Obligors regarding payments to be made to PSC or payments to be deposited to a Lockbox or a Lockbox Account other than changes redirecting payments from one Lockbox or Lockbox Account to another Lockbox Account in respect of which all actions required under Section 6.01 of the Purchase Agreement have been taken; (d) merge with or into, consolidate with or into, convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person (whether in one transaction or in a series of transactions) other than the acquisition by purchase or otherwise of the capital stock of all or substantially all of the business, properties or assets of any one or more Persons for aggregate consideration not to exceed $1,000,000; (e) make statements or disclosures or prepare any financial statements which shall account for the transactions contemplated by this Agreement in any manner other than as a sale or absolute assignment of the Transferred Receivables to PSC, or in any other respect account for or treat the transactions contemplated hereby (including but not limited to, for accounting, tax and reporting purposes) in any manner other than as a sale or absolute assignment of the Transferred Receivables (except in any consolidated financial statements or consolidated tax returns); (f) amend, supplement or otherwise modify its certificate of incorporation or bylaws (or permit any of the foregoing) in any manner which may (x) adversely affect the Purchaser or its assigns, the Transferred Receivables or the ability of such Originator to perform its obligations under the Related Documents or (y) violate (or authorize or permit acts or events which may violate) any of the provisions of the Related Documents; (i) take any action, or fail to take any action, with respect to the Transferred Receivables, if such action or failure to take action may materially interfere with the enforcement of any rights under this Agreement or the Related Documents (ii) waive or alter any rights with respect to the Transferred Receivables, (or any agreement or instrument relating thereto; (iii) take any action, or fail to take any action, if such action or failure to take action may materially interfere with the enforcement of any rights with respect to the Transferred Receivables; or (iv) fail to pay any tax, assessment, charge, fee or other obligation of the Originator with respect to the Transferred Receivables, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the first priority perfected interest of PSC in the Transferred Receivables or the Originator's right, title or interest in the Transferred Receivables; (h) neither the Originator nor any Commonly Controlled Entity will: (i) terminate any Plan so as to incur any material liability to the PBGC; (ii) knowingly participate in any "prohibited transaction" (as defined in ERISA) involving any Plan or Multiemployer Plan or any trust created thereunder which would subject any of them to a material tax or penalty on prohibited transactions imposed under Section 4975 of the Internal Revenue Code or ERISA; (iii) fail to pay to any Plan or Multiemployer Plan any contribution which it is obligated to pay under the terms of such Plan or Multiemployer Plan, if such failure would cause such plan to have any material Accumulated Funding Deficiency, whether or not waived; or (iv) allow or suffer to exist any occurrence of a Reportable Event, or any other event or condition, which presents a material risk of termination by the PBGC on any Plan or Multiemployer Plan, to the extent that the occurrence or nonoccurrence of such Reportable Event or other event or condition is within the control of it or any Commonly Controlled Entity; (i) make any material change to the Credit and Collection Policies without the prior written consent of PSC and each assignee; or (j) take or permit (other than with respect to actions taken or to be taken solely by a Government Authority) to be taken any action which would have the effect directly or indirectly of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation in the hands of, respectively, PSC, Redwood or holders of the Commercial Paper generally who are residents of the United States, and will perform all of the Originator's obligations under this Agreement and the Related Documents to prevent or cure any default by the Originator which would have the effect, directly or indirectly, of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation.

Negative Covenants of the Originator. The Originator ------------------------------------ shall not, without the written consent of PSC MCF and each assignee of PSCMCF's rights: (a) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, or assign any right to receive income in respect of any Transferred Receivable or related Contract with respect thereto, or upon or with respect to any Lockbox, Lockbox or any Lockbox Account or any Blocked Account; (b) extend, amend, forgive, discharge, compromise, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto (except as to the Originator in its capacity as the Servicer under the Purchase AgreementAgreement and in the case of any such Contracts, any amendments or modifications to any provision thereof other than payment terms or any term adversely affecting the payment of such Receivable), provided -22- that the foregoing shall not prohibit the Servicer from offering early pay discounts to the extent permitted by the Credit and Collection Policy; (c) make any change in its instructions to Obligors regarding payments to be made to PSC MCF or payments to be deposited to a Lockbox or a Lockbox Account other than (i) changes of a purely administrative nature which do not alter any directions to Obligors regarding the method, timing or place of payment, or (ii) changes to the method or timing of payments which are in accordance with the Credit and Collections Policy or (iii) changes redirecting payments from one Lockbox or Lockbox Account to another Lockbox Account in respect of which all actions required under Section 6.01 of the Purchase Agreement have been taken; (d) merge with or into, consolidate with or into, convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person (whether in one transaction or in a series of transactions) other than except where such action would not have a material adverse effect on the acquisition by purchase or otherwise business of the capital stock of all Originator or substantially all the ability of the business, properties or assets of any one or more Persons for aggregate consideration not Originator to exceed $1,000,000perform its obligations under this Agreement and the Rating Agency Condition is satisfied; (e) make statements or disclosures or prepare any financial statements which shall account for the transactions contemplated by this Agreement in any manner other than as a sale or absolute assignment of the Transferred Receivables to PSCMCF, or in any other respect account for or treat the transactions contemplated hereby (including but not limited to, for accounting, tax and reporting purposes) in any manner other than as a sale or absolute assignment of the Transferred Receivables (except in any consolidated financial statements or consolidated tax returns); (f) amend, supplement or otherwise modify its certificate of incorporation or bylaws (or permit any of the foregoing) in any manner which may (x) adversely affect the Purchaser or its assigns, the Transferred Receivables or the ability of such Originator to perform its obligations under the Related Documents or (y) violate (or authorize or permit acts or events which may violate) any of the provisions of the Related Documents; (i) take any action, or fail to take any action, with respect to the Transferred Receivables, if such action or failure to take action may materially interfere with the enforcement of any rights under this Agreement or the Related Documents (ii) waive or alter any rights with respect to the Transferred Receivables, (or any agreement or instrument relating thereto; (iii) take any action, or fail to take any action, if such action or failure to take action may materially interfere with the enforcement of any rights with respect to the Transferred Receivables; or (iv) fail to pay any tax, assessment, charge, fee or other obligation of the Originator with respect to the Transferred Receivables, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the first priority perfected interest of PSC in the Transferred Receivables or the Originator's right, title or interest in the Transferred Receivables; (hg) neither the Originator nor any Commonly Controlled Entity will: (i) terminate any Plan so as to incur any material liability to the PBGC; (ii) knowingly participate in any "prohibited transaction" (as defined in ERISA) involving any Plan or Multiemployer Plan or any trust created thereunder which would subject any of them to a material tax or penalty on prohibited transactions imposed under Section 4975 of the Internal Revenue Code or ERISA; (iii) fail to pay to any Plan or Multiemployer Plan any contribution which it is obligated to pay under the terms of such Plan or Multiemployer Plan, if such failure would cause such plan to have any material Accumulated Funding Deficiency, whether or not waived; or (iv) allow or suffer to exist any occurrence of a Reportable Event, or any other event or condition, which presents a material risk of termination by the PBGC on any Plan or Multiemployer Plan, to the extent that the occurrence or nonoccurrence of such Reportable Event or other event or condition is within the control of it or any Commonly Controlled Entity; (ih) make any material change to the Credit and Collection Policies without the prior written consent of PSC MCF and each assignee; or; (ji) take or permit (other than with respect to actions taken or to be taken solely by a Government Authority) to be taken any action which would have the effect directly or indirectly of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation in the hands of, respectively, PSCMCF, Redwood or holders of the Commercial Paper generally who are residents of the United States, and will perform all of the Originator's obligations under this Agreement and the Related Documents to prevent or cure any default by the Originator which would have the effect, directly or indirectly, of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation; or (j) amend the Services Agreement.

Negative Covenants of the Originator. The Originator ------------------------------------ shall not, without the written consent of PSC MCF and each assignee of PSCMCF's rights: (a) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, or assign any right to receive income in respect of any Transferred Receivable or related Contract with respect thereto, or upon or with respect to any Lockbox, Lockbox or any Lockbox Account or any Blocked Account; (b) extend, amend, forgive, discharge, compromise, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto (except as to the Originator in its capacity as the Sub-Servicer under the Purchase AgreementSub-Servicing Agreement and in the case of any such Contracts, any amendments or modifications to any provision thereof other than payment terms or any term adversely affecting the payment of such Receivable), provided that the foregoing shall not prohibit the Servicer or Sub-Servicer from offering early pay discounts to the extent permitted by the Credit and Collection Policy; (c) make any change in its instructions to Obligors regarding payments to be made to PSC MCF or payments to be deposited to a Lockbox or a Lockbox Account other than (i) changes of a purely administrative nature which do not alter any directions to Obligors regarding the method, timing or place of payment, or (ii) changes to the method or timing of payments which are in accordance with the Credit and Collections Policy, or (iii) changes redirecting payments from one Lockbox or Lockbox Account to another Lockbox Account in respect of which all actions required under Section 6.01 of the Purchase Agreement have been taken; (d) merge with or into, consolidate with or into, convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person (whether in one transaction or in a series of transactions) other than except where such action would not have a material adverse effect on the acquisition by purchase or otherwise business of the capital stock of all Originator or substantially all the ability of the business, properties or assets of any one or more Persons for aggregate consideration not Originator to exceed $1,000,000perform its obligations under this Agreement and the Rating Agency Condition is satisfied; (e) make statements or disclosures or prepare any financial statements which shall account for the transactions contemplated by this Agreement in any manner other than as a sale or absolute assignment of the Transferred Receivables to PSCMCF, or in any other respect account for or treat the transactions contemplated hereby (including but not limited to, for accounting, tax and reporting purposes) in any manner other than as a sale or absolute assignment of the Transferred Receivables (except in any consolidated financial statements or consolidated tax returns); (f) amend, supplement or otherwise modify its certificate of incorporation or bylaws (or permit any of the foregoing) in any manner which may (x) adversely affect the Purchaser or its assigns, the Transferred Receivables or the ability of such Originator to perform its obligations under the Related Documents or (y) violate (or authorize or permit acts or events which may violate) any of the provisions of the Related DocumentsReceivables; (i) take any action, or fail to take any action, with respect to the Transferred Receivables, if such action or failure to take action may materially interfere with the enforcement of any rights under this Agreement or the Related Documents that are material to the rights, benefits or obligations of MCF or any assignee (however, nothing herein shall be construed to constitute a guarantee of collectibility by the Originator); (ii) waive or alter take any rights action, with respect to the Transferred Receivables, (or any agreement or instrument relating thereto; (iii) take any action, or fail to take any action, if such action or failure to take action may materially interfere with the enforcement of any rights with respect to the Transferred Receivables; or (iviii) fail to pay any tax, assessment, charge, fee or other obligation of the Originator with respect to the Transferred Receivables, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the first priority perfected interest of PSC MCF in the Transferred Receivables or the Originator's right, title or interest in the Transferred Receivables; (hg) neither the Originator nor any Commonly Controlled Entity will: (i) terminate any Plan so as to incur any material liability to the PBGC; (ii) knowingly participate in any "prohibited transaction" (as defined in ERISA) involving any Plan or Multiemployer Plan or any trust created thereunder which would subject any of them to a material tax or penalty on prohibited transactions imposed under Section 4975 of the Internal Revenue Code or ERISA; (iii) fail to pay to any Plan or Multiemployer Plan any contribution which it is obligated to pay under the terms of such Plan or Multiemployer Plan, if such failure would cause such plan to have any material Accumulated Funding Deficiency, whether or not waived; or (iv) allow or suffer to exist any occurrence of a Reportable Event, or any other event or condition, which presents a material risk of termination by the PBGC on any Plan or Multiemployer Plan, to the extent that the occurrence or nonoccurrence of such Reportable Event or other event or condition is within the control of it or any Commonly Controlled Entity; (ih) make any material change to the Credit and Collection Policies without the prior written consent of PSC MCF and each assignee; or (ji) take or permit (other than with respect to actions taken or to be taken solely by a Government Authority) to be taken any action which would have the effect directly or indirectly of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation in the hands of, respectively, PSCMCF, Redwood or holders of the Commercial Paper generally who are residents of the United States, States and will perform all of the Originator's obligations under this Agreement and the Related Documents to prevent or cure any default by the Originator which would have the effect, directly or indirectly, of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation. (j) permit, cause, or suffer the creation, incurrence or assumption of any Debt secured by a lien (other than capital leases and Debt owing to vendors of the Originator in connection with the provision of goods) without first having entered into an intercreditor agreement, in form and substance satisfactory to MCF and each assignee of MCF's rights hereunder.

Negative Covenants of the Originator. The Until the date on which this Deed terminates in accordance with Clause 9, the Originator ------------------------------------ shall not, without the written consent of PSC and each assignee of PSC's rightshereby covenants that: (a) Name Change, Offices and Records It will not change its name, identity or corporate structure or relocate its registered office or any office where Records are kept unless it shall have: (i) given the Buyer (or its assigns) at least 45 days’ prior written notice thereof and (ii) delivered to the Buyer (or its assigns) all financing statements, instruments and other documents requested by the Buyer (or its assigns) in connection with such change or relocation. (b) Change in Payment Instructions to Obligors It will not add or terminate the bank as the Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to the UK Collection Account, unless the Buyer (or its assigns) shall have received, at least ten 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, an executed security equivalent to the Deed of Trust and Charge with respect to the new Collection Account; provided, however, that it 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 It will not make any change to the Credit and Collection Policy that could adversely affect the collectability of the Receivables or decrease the credit quality of any Receivables. Except as otherwise permitted in its capacity as Sub-Servicer pursuant to Article VIII of the Purchase Agreement, it will not extend, amend or otherwise materially modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. (d) Sales, Liens It 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 otherwise) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or the UK Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favour of the Buyer provided for herein or in respect of any Transferred Receivable or related Contract with respect thereto, or upon or with respect to any Lockbox, any Lockbox Account or any Blocked Account; (b) extend, amend, forgive, discharge, compromise, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto (except as Receivables re-assigned to the Originator in its capacity as pursuant to Clause 10.1), and it will defend the Servicer under the Purchase Agreement); (c) make any change in its instructions to Obligors regarding payments to be made to PSC or payments to be deposited to a Lockbox or a Lockbox Account other than changes redirecting payments from one Lockbox or Lockbox Account to another Lockbox Account in respect of which all actions required under Section 6.01 right, title and interest of the Purchase Agreement have been taken; (d) merge with or intoBuyer in, consolidate with or into, convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, any Person (whether in one transaction or in a series of transactions) other than the acquisition by purchase or otherwise of the capital stock of all or substantially all of the business, properties or assets of any one or more Persons for aggregate consideration not to exceed $1,000,000; (e) make statements or disclosures or prepare any financial statements which shall account for the transactions contemplated by this Agreement in any manner other than as a sale or absolute assignment of the Transferred Receivables to PSC, or in any other respect account for or treat the transactions contemplated hereby (including but not limited to, for accounting, tax and reporting purposes) in any manner other than as a sale or absolute assignment of the Transferred Receivables (except in any consolidated financial statements or consolidated tax returns); (f) amend, supplement or otherwise modify its certificate of incorporation or bylaws (or permit under any of the foregoing) in any manner which may (x) adversely affect the Purchaser foregoing property, against all claims of third parties claiming through or its assigns, the Transferred Receivables or the ability of such Originator to perform its obligations under the Related Documents or (y) violate (or authorize or permit acts or events which may violate) any of the provisions of the Related Documents; (i) take any action, or fail to take any action, with respect to the Transferred Receivables, if such action or failure to take action may materially interfere with the enforcement of any rights under this Agreement or the Related Documents (ii) waive or alter any rights with respect to the Transferred Receivables, (or any agreement or instrument relating thereto; (iii) take any action, or fail to take any action, if such action or failure to take action may materially interfere with the enforcement of any rights with respect to the Transferred Receivables; or (iv) fail to pay any tax, assessment, charge, fee or other obligation of the Originator with respect to the Transferred Receivables, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the first priority perfected interest of PSC in the Transferred Receivables or the Originator's right, title or interest in the Transferred Receivables; (h) neither the Originator nor any Commonly Controlled Entity will: (i) terminate any Plan so as to incur any material liability to the PBGC; (ii) knowingly participate in any "prohibited transaction" (as defined in ERISA) involving any Plan or Multiemployer Plan or any trust created thereunder which would subject any of them to a material tax or penalty on prohibited transactions imposed under Section 4975 of the Internal Revenue Code or ERISA; (iii) fail to pay to any Plan or Multiemployer Plan any contribution which it is obligated to pay under the terms of such Plan or Multiemployer Plan, if such failure would cause such plan to have any material Accumulated Funding Deficiency, whether or it. It shall not waived; or (iv) allow create or suffer to exist any occurrence Security Interest on, in or over any of a Reportable Event, or any other event or condition, which presents a material risk of termination by the PBGC on any Plan or Multiemployer Plan, to the extent that the occurrence or nonoccurrence of such Reportable Event or other event or condition is within the control of it or any Commonly Controlled Entity; its inventory unless (i) make in the case of any material change inventory, either (A) such Adverse Claim by its express terms is extinguished or released upon the sale, transfer or other disposition of such inventory or (B) such Adverse Claim is a non-consensual lien arising by operation of law and the indebtedness or obligations secured thereby are not then due and payable, and (ii) if requested by the Agent, the applicable lienholder shall have entered into an intercreditor agreement with the Agent in the form and substance satisfactory to the Credit and Collection Policies without the prior written consent of PSC and each assignee; or (j) take or permit (other than with respect to actions taken or to be taken solely by a Government Authority) to be taken any action which would have the effect directly or indirectly of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxation in the hands of, respectively, PSC, Redwood or holders of the Commercial Paper generally who are residents of the United States, and will perform all of the Originator's obligations under this Agreement and the Related Documents to prevent or cure any default by the Originator which would have the effect, directly or indirectly, of subjecting interest on any of the Purchases or the Commercial Paper to withholding taxationAgent.