Common use of Sales, Liens, Etc Clause in Contracts

Sales, Liens, Etc. Except as otherwise provided herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Encumbrances) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof; provided, however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b) [reserved].

Sales, Liens, Etc. Except as otherwise provided hereinherein or in the Pooling Agreement, the such Seller will not (i)(A) sell, assign (by operation of law or otherwise) or otherwise dispose oftransfer to any Person, (B) pledge any interest in, (C) grant, create, incur, assume or create or suffer permit to exist any Adverse Claim (other than Permitted EncumbrancesAdverse Claims) to or in favor of any Person upon or with respect to, or (D) cause to be filed any Public Notice relating to perfection with respect to, any Transferred Asset or any Contract related to any Receivable, or upon or with respect to any lockbox or account to which any Collections of any such Receivable or any Related Assets are sent or any interest therein, or (ii) assign to any Person any right to receive income from or in respect of any of the foregoing. In the event that such Seller fails to keep any Specified Assets free and clear of any Adverse Claim (other than a Permitted Adverse Claim, any Adverse Claims arising hereunder, and other Adverse Claims permitted by any other Transaction Document), Buyer may (without limiting its other rights with respect to such Seller's breach of its obligations hereunder) make reasonable expenditures necessary to release the Adverse Claim. Buyer shall be entitled to indemnification for any such expenditures pursuant to the indemnification provisions of Article IX. Alternatively, Buyer may deduct such expenditures as an offset to the Purchase Price owed to such Seller hereunder. Such Seller will not pledge or grant any security interest in its inventory, the Buyer Note or its ownership interest in Buyer unless (i) prior to any pledge or grant such Seller, Buyer, the Trustee and the Person for whose benefits the pledge or grant is being made have entered into an Intercreditor Agreement and (ii) the Modification Condition has been satisfied; provided that the continuing existence of that certain security interest previously granted by ICP in favor of The Toronto Dominion Bank in certain inventory of ICP (but no Specified Assets (including, without limitation, the filing of any financing statementRelated Security)) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof; provided, however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms not be a breach of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit covenant contained in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b) [reserved]paragraph.

Sales, Liens, Etc. Except as otherwise provided herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Encumbrances) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof; provided, however, that, a(i) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Lock-Box Account. Upon evidence of receipt and deposit in such Collection Lock-Box Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b(ii) [reserved]solely to the extent that Chevron, on any date, exercises its “Company Purchase Option” in accordance with the terms of, and as defined in, the Chevron Card Program Master Agreement, to purchase all Chevron Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to Chevron all such Chevron Receivables (and the Related Security with respect thereto) pursuant to the terms of the Chevron Card Program Master Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause Chevron to, pay such purchase price by depositing such amounts to a Lock-Box Account. Upon evidence of receipt and deposit in such Lock-Box Account of the full and complete payment by Chevron of the purchase price for such Chevron Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such Chevron Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) or Chevron in order to release the Administrator’s security interest solely in such Chevron Receivables (and the Related Security with respect thereto) so sold.

Sales, Liens, Etc. Except as otherwise provided herein, the Seller will Borrower shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim Lien (other than Permitted Encumbrancesa First Priority Priming Lien) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or any of its other assets, or assign any right to receive income in respect thereof, except: (a) Liens for Taxes, or other statutory obligations, not at the time due and payable or that are being contested in good faith by appropriate proceedings as to which no Collateral would become subject by forfeiture or loss as a result of such contest (provided that adequate reserves with respect to such proceedings are maintained on the books of the Borrower in accordance with GAAP); (b) Xxxxx created pursuant to the Loan Documents; (c) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (d) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) customary Liens in favor of credit card or merchant processors as described in Section 2.21(c) and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and Cash and Cash Equivalents on deposit in accounts maintained by the Borrower (including any restriction on the use of such Cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business or consistent with past practice in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), (x) unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money and (y) Eligible Reserves may be established with respect to any such Liens to the extent such Liens constitute First Priority Priming Liens; (e) Disposition, discount or compromise of accounts receivable in connection with the collection thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); provided, however, that, a) solely that the Borrower shall not be otherwise permitted to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” Dispose of (as defined thereinopposed US-DOCS\148017393.28 to discount or compromise) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms Eligible Residential Accounts or Eligible Non-Residential Accounts in reliance of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees this Section 6.3; (i) automatically Dispositions of cash and without any further consent or action to release all Cash Equivalents in the ordinary course of their respective rightbusiness, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) Dispositions constituting Investments permitted under Section 6.7 or Restricted Payments permitted under Section 6.6; or (g) reconveyances to take such action, the extent required or execute and deliver such instruments, at the sole expense permitted under Section 3.4 of the Seller Borrower Purchase Agreement, and (including authorizing ii) payments of the Servicing Fee and filing UCC3 termination statementsServicing Expenses pursuant to Section 8.1(c) as may be reasonably requested by of the Seller Borrower Purchase Agreement (or the Servicer on its behalfsubject to Section 2.3(b)(iii) in order to release the Administrator’s security interest solely in such BP Receivables (at any time that an Application Event has occurred and the Related Security with respect thereto) so sold; and b) [reserved]is continuing).

Sales, Liens, Etc. Except as otherwise provided herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Encumbrances) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof; provided, however, that, a(i) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b(ii) [reserved]solely to the extent that Chevron, on any date, exercises its “Company Purchase Option” in accordance with the terms of, and as defined in, the Chevron Card Program Master Agreement, to purchase all Chevron Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to Chevron all such Chevron Receivables (and the Related Security with respect thereto) pursuant to the terms of the Chevron Card Program Master Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause Chevron to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by Chevron of the purchase price for such Chevron Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such Chevron Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) or Chevron in order to release the Administrator’s security interest solely in such Chevron Receivables (and the Related Security with respect thereto) so sold.

Sales, Liens, Etc. Except as otherwise provided herein, the Seller Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim Lien (other than Permitted Encumbrancesa First Priority Priming Lien) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof, except for: (a) Liens for Taxes, or other statutory obligations, not at the time due and payable or that are being contested in good faith by appropriate proceedings (provided, that adequate reserves with respect to such proceedings are maintained on the books of the Borrower in accordance with GAAP); (b) Lxxxx created pursuant to the Loan Documents; (c) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower in the ordinary course of business; (d) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (e) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder; (f) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) customary Liens in favor of credit card or merchant processors as described in Section 2.21(c) and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and Cash and Cash Equivalents on deposit in accounts maintained by the Borrower (including any restriction on the use of such Cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business or consistent with past practice in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided, howeverthat, that, a) solely to in the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms case of this clause (iii), (x) unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money and (y) Reserves may be established with respect to any such Liens to the extent such Liens constitute First Priority Priming Liens; (g) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided, that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement; (h) Liens that are customary contractual rights of setoff relating to purchase orders and (ii) to take such action, or execute and deliver such instruments, at the sole expense other agreements entered into with customers of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by Company, the Seller (Originators or the Servicer on its behalfBorrower in the ordinary course of business or consistent with past practice; (i) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating leases, reciprocal easement or similar agreements entered into in order to release the Administrator’s security interest solely ordinary course of business or consistent with past practice of the Borrower; (j) Disposition, discount or compromise of accounts receivable in such BP Receivables connection with the collection thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); or (k) transactions to the Related Security with respect thereto) so sold; and b) [reserved]extent required or permitted under the Sale Agreement.

Sales, Liens, Etc. Except pursuant to, or as otherwise provided hereincontemplated by, the Seller will Transaction Documents, Borrower shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist voluntarily or, for a period in excess of 30 days, involuntarily any Adverse Claim (other than Permitted Encumbrances) Claims upon (including, without limitation, the filing of any financing statement) or with respect toto any of the Receivables, the other Collateral, any Pool Receivable interest therein or other Pool Asset, or assign any right to receive income any amount from or in respect thereof; provided, however, that, a) solely that Borrower may, upon at least three Business Days written notice to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent sell and each Purchaser agrees assign Receivables in a true sale (ia) automatically and directly or indirectly, to an unaffiliated third party for a single payment (without any further agreement to pay Asta, the Originator, the Servicer or any Affiliate thereof, any other consideration) of the fair market value (which in no event shall be less than the portion of the Discounted Balance attributable to such Receivables) as consented to by the Administrator (which consent shall not be unreasonably withheld or action delayed) or (b) if required to release all of their respective right, title and interest in, be returned to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold a Seller in accordance with the terms of this clause the Transfer Agreement, to the Originator for the amount payable to the Originator therefor under the Transfer Agreement, without recourse or representation or warranty of any kind (gother than a representation or warranty that such Receivables are free and clear of any security interest created by Borrower), if (i) before and after giving effect to such sale and assignment, (a) there shall not exist any Termination Event or Unmatured Termination Event and (b) no Borrowing Base Deficiency exists, (ii) the purchaser or assignee of such Receivables agrees in writing that it will not institute against Borrower, or join any Person in instituting against Borrower, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, until one year and one day after the date, following the Commitment Termination Date, on which the Loans and all other Obligations have been paid in full, and (iii) prior to the completion of such transaction, an authorized officer of Borrower and the Servicer certifies to the Administrator that the foregoing conditions described in clauses (i) and (ii) shall have been satisfied in connection therewith, no adverse selection method was utilized in selecting the Receivables sold or assigned and Borrower delivers to take the Administrator a copy of the related bxxx of sale and a pro forma Periodic Report demonstrating satisfaction with the condition described in clause (i)(b) above. Upon the satisfaction of the foregoing conditions and deposit of the applicable purchase price into the Collection Account, all right, title and interest of the Collateral Agent in, to and under such actionReceivables shall terminate and revert to Borrower, its successors and assigns, and, upon the request of Borrower, its successors or execute assigns, and deliver such instruments, at the sole cost and expense of the Seller (including authorizing Borrower, the Collateral Agent shall execute such UCC-3 financing statements and filing UCC3 termination statements) releases and other evidence of transfer as may be are necessary or reasonably requested by Borrower to terminate and remove of record any documents constituting public notice of the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (being sold, transferred and the Related Security with respect thereto) so sold; and b) [reserved]assigned.

Sales, Liens, Etc. Except as otherwise provided herein, the The Seller will shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Encumbrances) upon (including, without limitation, the filing of any financing statement) or with respect to, any or all of its right, title or interest in, to or under any Pool Receivable Assets (including the Seller's undivided interest in any Receivable, Related Security or other Pool AssetCollections, or upon or with respect to any account to which any Collections of any Receivables are sent), or assign any right to receive income in respect thereofof any items contemplated by this paragraph; provided, provided however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall may (I) sell (or direct the Servicer on its behalf to “New Issuer” (as defined thereinsell) all such BP to a third-party collection agency, any Receivables (and the Related Security with respect thereto) pursuant to in an arms-length transaction which, consistent with the Credit and Collection Policy and the terms and conditions of the BP Card Issuing and Operating this Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shallother Transaction Documents, and shall cause BP to, pay have been written off the Seller's books as uncollectible if all proceeds of any such purchase price by depositing such amounts sale are remitted to a Collection Account. Upon evidence of receipt Lock-Box Account and deposit are treated and applied as Collections hereunder and distributed as such in such Collection Account of the full accordance herewith and complete payment by BP of the purchase price for such BP (II) may sell and assign, without recourse, any Excluded Foreign Receivables (and the Related Security with respect thereto)) in connection with a Take Out Securitization, after satisfaction of each of the Administratorconditions set forth in clause (q) of this Exhibit IV and if all proceeds of any such sale are remitted to a Lock-Box Account and are treated and applied as Collections hereunder and distributed as such in accordance herewith; provided, further, no such sale or assignment, as applicable, shall be permitted (A) at any time a Termination Event or an Unmatured Termination Event exists or would result from such sale or assignment, as applicable and (B) unless each buyer or assignor, as applicable, in any such sale or assignment, as applicable, agrees that any amounts payable by a Conduit Purchaser in connection with any such sale or assignment, as applicable, are subject to the limitations set forth in Section 6.5(b) of the Agreement and that it will not institute any proceeding of the type described in clause (f) of Exhibit V hereto against any Conduit Purchaser until a year and a day after the latest maturing Note issued by such Conduit Purchaser has finally been paid in full. The Administrator and each Purchaser Agent and agree that each Purchaser agrees (i) automatically and without any further consent or action to release and all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold or assigned, as applicable, in accordance with the terms of this clause (ge) and (ii) agree, from time to time take such action, or execute and deliver such instruments, at the sole expense of the Seller Seller, (including authorizing and the filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s 's security interest solely in such BP Receivables Receivable (and the Related Security with respect thereto) so sold; and b) [reserved]sold or assigned, as applicable.

Sales, Liens, Etc. Except as otherwise provided herein, the Seller Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim Lien (other than Permitted Encumbrancesa First Priority Priming Lien) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income in respect thereof, except for: (a) Liens for Taxes, or other statutory obligations, not at the time due and payable or that are being contested in good faith by appropriate proceedings (provided, that adequate reserves with respect to such proceedings are maintained on the books of the Borrower in accordance with GAAP); (b) Liens created pursuant to the Loan Documents; (c) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower in the ordinary course of business; (d) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (e) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder; (f) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) customary Liens in favor of credit card or merchant processors as described in Section 2.21(c) and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and Cash and Cash Equivalents on deposit in accounts maintained by the Borrower (including any restriction on the use of such Cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business or consistent with past practice in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided, howeverthat, that, a) solely to in the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms case of this clause (iii), (x) unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money and (y) Reserves may be established with respect to any such Liens to the extent such Liens constitute First Priority Priming Liens; (g) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided, that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement; (h) Liens that are customary contractual rights of setoff relating to purchase orders and (ii) to take such action, or execute and deliver such instruments, at the sole expense other agreements entered into with customers of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by Company, the Seller (Originators or the Servicer on its behalfBorrower in the ordinary course of business or consistent with past practice; (i) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating leases, reciprocal easement or similar agreements entered into in order to release the Administrator’s security interest solely ordinary course of business or consistent with past practice of the Borrower; (j) Disposition, discount or compromise of accounts receivable in such BP Receivables connection with the collection thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); or (k) transactions to the Related Security with respect thereto) so sold; and b) [reserved]extent required or permitted under the Sale Agreement.

Sales, Liens, Etc. Except as otherwise provided hereinherein or in the Indenture, the such Seller will not (i)(A) sell, assign (by operation of law or otherwise) or otherwise dispose oftransfer to any Person, (B) pledge any interest in, (C) grant, create, incur, assume or create or suffer permit to exist any Adverse Claim (other than Permitted EncumbrancesAdverse Claims) upon (including, without limitation, the filing to or in favor of any financing statement) Person upon or with respect to, or (D) cause to be filed any Pool financing statement or equivalent document relating to perfection with respect to any Transferred Asset or any Contract related to any Receivable, or upon or with respect to any lockbox or account to which any Collections of any such Receivable or other Pool Assetany Related Assets are sent or any interest therein, or (ii) assign to any Person any right to receive income from or in respect thereof; providedof any of the foregoing. In the event that such Seller fails to keep any Specified Assets free and clear of any Adverse Claim (other than a Permitted Adverse Claim, however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms ofAdverse Claims arising hereunder, and as defined inother Adverse Claims permitted by any other Transaction Document), the BP Card Issuing and Operating Agreement, to purchase all BP Receivables Buyer may (and the Related Security without limiting its other rights with respect thereto), on to such date, Seller's breach of its obligations hereunder) make reasonable expenditures necessary to release the Seller Adverse Claim. Buyer shall sell be entitled to “New Issuer” (as defined therein) all indemnification for any such BP Receivables (and the Related Security with respect thereto) expenditures pursuant to the terms indemnification provisions of the BP Card Issuing and Operating Agreement for ARTICLE IX. Alternatively, Buyer may deduct such expenditures as an amount equal offset to the full purchase price (as described therein) with respect theretoPurchase Price owed to such Seller hereunder. Such Seller will not pledge or grant any security interest in its inventory, at the Buyer Note or the capital stock of Buyer unless prior to any pledge or grant such time, Seller and the Seller shallPerson for whose benefits the pledge or grant is being made have entered into an Intercreditor Agreement; PROVIDED, and shall cause BP toHOWEVER, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence that any Buyer Note and/or the capital stock or membership interests of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as Buyer may be reasonably requested by pledged pursuant to the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b) [reserved]Xxxxxx Credit Agreement.

Sales, Liens, Etc. Except as otherwise provided herein, the Seller will Borrower shall not sell, assign (by operation of law or otherwise) or otherwise dispose Dispose of, or create or suffer to exist any Adverse Claim Lien (other than Permitted Encumbrancesa First Priority Priming Lien) upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable asset or other Pool Assetproperty, or assign any right to receive income in respect thereof; provided, however, that,except for: (a) solely Liens for Taxes, or other statutory obligations, not at the time due and payable or that are being contested in good faith by appropriate proceedings (provided that adequate reserves with respect to such proceedings are maintained on the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) books of the Borrower in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables GAAP); (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined thereinb) all such BP Receivables (and the Related Security with respect thereto) Xxxxx created pursuant to the terms Loan Documents; (c) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the BP Card Issuing and Operating Agreement for Borrower in the ordinary course of business; (d) Liens in connection with attachments or judgments or orders in circumstances not constituting an amount equal to the full purchase price Event of Default under Section 7.1(h); (as described thereine) with respect thereto, at such time, Liens on insurance policies and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables proceeds thereof securing insurance premium financings permitted hereunder; (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees f) (i) automatically Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) customary Liens in favor of credit card or merchant processors as described in Section 2.21(c) and without any further consent or action to release all (iii) bankers’ Liens, rights of their respective right, title setoff and interest in, to and under each such BP Receivable (and the Related Security other similar Liens existing solely with respect theretoto accounts and Cash and Cash Equivalents on deposit in accounts maintained by the Borrower (including any restriction on the use of such Cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business or consistent with past practice in favor of the banks or other financial or depositary institutions with which has been sold such accounts are maintained, securing amounts owing to such Person with respect to Bank Product Services (including operating account arrangements and those involving pooled accounts and netting arrangements, but excluding amounts owed in accordance with respect of Hedging Agreements); provided that, in the terms case of this clause (iii), (x) unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money and (y) Reserves may be established with respect to any such Liens to the extent such Liens constitute First Priority Priming Liens; (g) Liens deemed to exist in connection with Investments in repurchase agreements that are Cash and Cash Equivalents under Section 6.7; (iih) Liens that are customary contractual rights of setoff relating to take such action, or execute purchase orders and deliver such instruments, at the sole expense other agreements entered into with customers of the Seller Borrower in the ordinary course of business or consistent with past practice; (including authorizing and filing UCC3 termination statementsi) as may be reasonably requested by Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating leases, reciprocal easement or similar agreements entered into in the Seller ordinary course of business or consistent with past practice of the Borrower; (j) Disposition, discount or compromise of accounts receivable in connection with the Servicer on its behalf) collection thereof in order to release the Administrator’s security interest solely in such BP Receivables ordinary course of business or consistent with past practice (and the Related Security with respect thereto) so soldnot for financing purposes); and b(k) [reserved]sales of Inventory in the ordinary course of business.

Sales, Liens, Etc. Except as otherwise provided hereinherein or in the Pooling Agreement, the such Seller will not (i)(A) sell, assign (by operation of law or otherwise) or otherwise dispose oftransfer to any Person, (B) pledge any interest in, (C) grant, create, incur, assume or create or suffer permit to exist any Adverse Claim (other than Permitted EncumbrancesAdverse Claims or Special New Jersey EPA Claims) upon (including, without limitation, the filing to or in favor of any financing statement) Person upon or with respect to, or (D) cause to be filed any Pool financing statement or equivalent document relating to perfection with respect to any Transferred Asset or any Contract related to any Receivable, or upon or with respect to any lockbox or account to which any Collections of any such Receivable or other Pool Assetany Related Assets are sent or any interest therein, or (ii) assign to any Person any right to receive income from or in respect thereofof any of the foregoing. In the event that such Seller fails to keep any Specified Assets free and clear of any Adverse Claim (other than a Permitted Adverse Claim, any Adverse Claims arising hereunder, and other Adverse Claims permitted by any other Transaction Document), Buyer may (without limiting its other rights with respect to such Seller's breach of its obligations hereunder) make reasonable expenditures necessary to release the Adverse Claim. Buyer shall be entitled to indemnification for any such expenditures pursuant to the indemnification provisions of Article IX. Alternatively, Buyer may deduct such expenditures as an offset to the Purchase Price owed to such Seller hereunder. Such Seller will not pledge or grant any security interest in its inventory, the Buyer Note or the capital stock of Buyer unless prior to any pledge or grant such Seller, Buyer, the Trustee and the Person for whose benefits the pledge or grant is being made have entered into an Intercreditor Agreement; provided, however, that, a) solely to that any Buyer Note and/or the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms of, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables (and the Related Security with respect thereto), on such date, the Seller shall sell to “New Issuer” (as defined therein) all such BP Receivables (and the Related Security with respect thereto) capital stock of Buyer may be pledged pursuant to the terms of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b) [reserved]Big Flower Credit Agreement.

Sales, Liens, Etc. Except as otherwise provided hereinin the Receivables Sale Agreement, the such Seller will not (i)(A) sell, assign (by operation of law or otherwise) or otherwise dispose oftransfer to any Person, (B) pledge any interest in, (C) grant, create, incur, assume or create or suffer permit to exist any Adverse Claim (other than Permitted EncumbrancesAdverse Claims) upon (including, without limitation, the filing to or in favor of any financing statement) Person upon or with respect to, or (D) cause to be filed any Pool UCC financing statement or equivalent document relating to perfection with respect to any Specified Asset or any contract related to any Receivable, or upon or with respect to any lockbox or account to which any Collections of any such Receivable or other Pool Assetany Related Assets are sent or any interest therein, or (ii) assign to any Person any right to receive income from or in respect thereof; providedof any of the foregoing. In the event that such Seller fails to keep any Specified Assets free and clear of any Adverse Claim (other than a Permitted Adverse Claim, however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) in accordance with the terms ofAdverse Claims arising hereunder, and as defined inother Adverse Claims permitted by any other Transaction Document), the BP Card Issuing and Operating Agreement, to purchase all BP Receivables Buyer may (and the Related Security without limiting its other rights with respect thereto)to, on such date, Seller’s breach of its obligations hereunder) make reasonable expenditures necessary to release the Seller Adverse Claim. Buyer shall sell be entitled to “New Issuer” (as defined therein) all indemnification for any such BP Receivables (and the Related Security with respect thereto) expenditures pursuant to the terms indemnification provisions of the BP Card Issuing and Operating Agreement for Article IX. Alternatively, Buyer may deduct such expenditures as an amount equal offset to the full purchase price (as described therein) with respect theretoPurchase Price owed to such Seller hereunder. Such Seller will not pledge or grant any security interest in the Buyer Note or the capital stock of Buyer unless prior to any pledge or grant such Seller, at such timeBuyer, the Agent and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts Person for whose benefit the pledge or grant is being made have entered into an Intercreditor Agreement reasonably acceptable to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take such action, or execute and deliver such instruments, at the sole expense of the Seller (including authorizing and filing UCC3 termination statements) as may be reasonably requested by the Seller (or the Servicer on its behalf) in order to release the Administrator’s security interest solely in such BP Receivables (and the Related Security with respect thereto) so sold; and b) [reserved]Instructing Group.

Sales, Liens, Etc. Except as otherwise provided herein, the The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than Permitted Encumbrances) upon (includingany EXHIBIT V EVENTS OF TERMINATION Each of the following, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Pool Asset, or assign any right to receive income unless waived in respect thereof; provided, however, that, a) solely to the extent that BP, on any date, exercises its “Option” (or at any time after February 29, 2016, “Purchase Option”) writing in accordance with the terms ofSection 2.02, and as defined in, the BP Card Issuing and Operating Agreement, to purchase all BP Receivables shall be an “Event of Termination”: (and the Related Security with respect thereto), on such date, the a) A Collection Agent Default shall have occurred; or (b) The Seller shall sell fail (i) to “New Issuer” (as defined therein) all such BP Receivables (and transfer or cause to be transferred to the Related Security with respect thereto) Administrative Agent when requested any rights, pursuant to the terms Agreement, of the BP Card Issuing and Operating Agreement for an amount equal to the full purchase price (as described therein) with respect thereto, at such time, and the Seller shall, and shall cause BP to, pay such purchase price by depositing such amounts to a Collection Account. Upon evidence of receipt and deposit in such Collection Account of the full and complete payment by BP of the purchase price for such BP Receivables (and the Related Security with respect thereto), the Administrator, each Purchaser Agent and each Purchaser agrees (i) automatically and without any further consent or action to release all of their respective right, title and interest in, to and under each such BP Receivable (and the Related Security with respect thereto) which has been sold in accordance with the terms of this clause (g) and (ii) to take make any payment required under Section 1.04, and any such action, failure to transfer or execute and deliver such instruments, at the sole expense of the Seller pay shall remain unremedied for two (including authorizing and filing UCC3 termination statements2) as may be reasonably requested Business Days; or (c) Any representation or warranty made or deemed made by the Seller (or any of its officers) pursuant to the Servicer Agreement or any other Transaction Document or any information or report delivered by the Seller pursuant to the Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and such incorrectness or untruth is incapable of remedy or, if capable of remedy, is not corrected or cured within fifteen (15) days of the earlier of Seller becoming aware of such incorrectness or untruth or written notice thereof being given to the Seller by the Administrative Agent or any Purchaser Agent; or (d) The Seller shall fail to perform or observe any other term, covenant or agreement contained in the Agreement or in any other Transaction Document on its behalfpart to be performed or observed and any such failure shall remain unremedied for ten (10) in order days after written notice thereof shall have been given to release the Administrator’s security interest solely in such BP Receivables Seller by the Administrative Agent or any Purchaser Agent (and the Related Security or, with respect theretoto a failure to deliver any Periodic Report pursuant to the Agreement, such failure shall remain unremedied for five (5) so solddays (with respect to a Monthly Report) or two (2) Business Days (with respect to a Daily Report or a Weekly Report) without a requirement for notice); and b) [reserved].or