The Sellers’ Covenants. Each Seller hereby agrees, at all times prior to the Final Collection Date: (u) To take all necessary steps and actions to preserve its corporate (or other organization) existence and comply in all material respects with all Laws applicable to such Seller in the operation of its business. (v) To duly perform and comply in all material respects with all terms, provisions, and obligations under this Agreement and each Contract and refrain from taking any action or omitting to take any action which might prejudice or limit the Administrative Agent’s or any Purchaser’s rights to payment with respect to the Purchased Receivables. (w) To promptly notify the Administrative Agent and each Purchaser in writing of (i) such Seller’s knowledge of any material event or occurrence, including, without limitation, any material breach or material default by such Seller or by any Approved Obligor of any of the terms or provisions of any Contract with respect to any Purchased Receivable, any Dispute, or any governmental action affecting the ability of it or such Approved Obligor to perform its obligations under the applicable Contract to which it is a party; or (ii) any change to the UCC Information at least thirty (30) days prior to such change. (x) To not modify the terms of any Contract in any manner which would adversely affect the collectability of any Purchased Receivables or any rights of the Administrative Agent or any Purchaser as the owners of the Purchased Receivables or would otherwise reduce the amount due thereunder or delay the Maturity Date thereof. (y) To make all disclosures required by any applicable Law with respect to the sale of the Purchased Receivables hereunder to the Administrative Agent (on behalf of the Purchasers), and account for such sale in accordance with GAAP. (z) To not create or permit to exist any Adverse Claim over all or any of the rights, title and interest in and to the Purchased Receivables of any Seller, any Purchaser or the Administrative Agent. (aa) To not sell, assign or otherwise transfer the Purchased Receivables, except as specifically provided for herein. (bb) To not close its applicable Seller Account(s) and not to instruct any Approved Obligor to pay any amounts owing under the Purchased Receivables to a bank account other than the applicable Existing Account.
The Sellers’ Covenants. The Seller covenants that, except as otherwise consented to in writing by the Buyer, from and after the date hereof until the Closing or the earlier termination of this Agreement:
The Sellers’ Covenants. The Seller covenants to do the following from the execution and delivery of this Agreement to the Closing:
The Sellers’ Covenants. All covenants, agreements and other obligations of Seller to be performed hereunder through, and including on, the Closing Date shall have been fully performed.
The Sellers’ Covenants. 25 SECTION 11.REPURCHASE OF PURCHASED RECEIVABLES; GUARANTY. ...................... 26
