Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in full, each Originator hereby covenants to Buyer 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) of any applicable enactment of the UCC) or relocate its chief executive -------- office or any office where corporate credit management is administered unless it shall have: (i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assignees) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assignees) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection with such change or relocation. (b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assignees) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer 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) of any applicable enactment 507 of the UCC) or jurisdiction of organization or relocate its chief executive -------- office or any office where corporate credit management is administered Records are kept unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five thirty (4530) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any 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 prior written consent. 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 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.
Appears in 1 contract
Sources: Receivables Sale Agreement (Insight Enterprises Inc)
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer 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) of any applicable enactment 507 of the UCC) or jurisdiction of organization or relocate its chief executive -------- office or any office where corporate credit management is administered Records are kept unless it shall have:
: (i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five thirty (4530) days' ’ prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any 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 prior written consent. 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 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises (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-Box 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 except as contemplated by the Intercreditor Agreement, unless agreed to in advance in writing by Buyer (and its assigns).
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer 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) of any applicable enactment 507 of the UCC) or jurisdiction of organization or relocate its chief executive -------- office or any office where corporate credit management is administered Records are kept unless it shall have:
: (i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five thirty (4530) days' ’ prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any 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 prior written consent. 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 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box 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, unless agreed to in advance in writing by Buyer (and its assigns).
Appears in 1 contract
Sources: Receivables Sale Agreement (Insight Enterprises Inc)
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, that:
(a) Name Change, Offices and Records. Such Originator will not -------------------------------- (i) change its name, identity or corporate structure name (within the meaning of Section ------- 9-402(7507(c) of any applicable enactment of the UCC), identity, corporate structure or location of books and records unless, at least fifteen (15) Business Days prior to the effective date of any such name change, change in corporate structure or relocate change in location of books and records, such Originator notifies Buyer thereof and delivers to Buyer (or its chief executive -------- office assigns) such financing statements (Forms UCC-1 and UCC-3) executed by such Originator (if required under applicable law) which Buyer (or its assigns) may reasonably request to reflect such name change, location change or change in corporate structure, together with such other documents and instruments that Buyer (or its assigns) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have a first priority, perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any office where corporate credit management is administered Collections thereon, or (ii) change its jurisdiction of organization unless it Buyer (or its assigns) shall have:
have received from such Originator, prior to such change, (A) those items described in clause (i) given Buyer (and the Collateral Agent and each Managing Agenthereof, as Buyer's assignees) at least forty-five (45) days' prior written notice thereof and (iiB) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assignees) all financing statements, instruments and other documents requested by if Buyer (or the Collateral Agent or any Managing Agentof its assigns) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such organization and such Originator's valid existence and good standing and the perfection and priority of Buyer's assignee) ownership or security interest in connection with the Receivables originated by such change or relocationOriginator and the Related Security and the Collections related thereto.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, , unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account, provided further that such Originator may terminate Bank of America, N.A. as a Collection Bank and direct Obligors as contemplated in Section 4.1(i).
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, that:
(a) Name Change, Offices and Records. Such Originator will not -------------------------------- (i) make any change to its name, identity or corporate structure name (within the meaning of Section ------- 9-402(7507(c) of any applicable enactment of the UCC), identity, corporate structure or chief executive office or location of its books and records unless, at least thirty (30) days prior to the effective date of any such name change, change in corporate structure, or relocate change in location of its chief executive -------- office or books and records such Originator notifies Buyer (and its assigns) thereof and delivers to the Agent such financing statements (Forms UCC-1 and UCC-3) authorized or executed by such Originator (if required under applicable law) which Buyer (or its assigns) may reasonably request to reflect such name change, location change, or change in corporate structure, together with such other documents and instruments that Buyer (or its assigns) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer (and its assigns) continues to have a first priority, perfected security interest in the Receivables originated by such Originator, the Related Security related thereto and any office where corporate credit management is administered Collections thereon, or (ii) change its jurisdiction of organization unless it the Buyer (and its assigns) shall have:
have received from such Originator, prior to such change, (A) those items described in clause (i) given Buyer (and the Collateral Agent and each Managing Agenthereof, as Buyer's assignees) at least forty-five (45) days' prior written notice thereof and (iiB) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assignees) all financing statements, instruments and other documents requested by if Buyer (or the Collateral Agent or any Managing Agentits assigns) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such organization and such Originator's valid existence and good standing and the perfection and priority of Buyer's assignee) and the Agent's security interests in connection with the Receivables originated by such change or relocationOriginator, the Related Security and Collections.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesits assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account or 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. Such Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box 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 and its assigns 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 or lease of which gives rise to a Receivable.
Appears in 1 contract
Sources: Receivables Sale Agreement (Lennox International Inc)
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the PurchasersOriginator, as assignees of Buyer, as with respect to itself, hereby covenants that:
(a) Name Change, Offices and Records. Such Originator will not -------------------------------- (i) change its state of organization or name, identity or corporate structure (ii) cease to be a "registered organization" (within the meaning of Section ------- 9-402(7) Article 9 of any applicable enactment of the UCC) or (iii) relocate its chief executive -------- office at any time while the location of its chief executive office is relevant to perfection of Buyer's interest in the Receivables or the associated Related Security and Collections, or any office where corporate credit management is administered Records are kept unless it shall have:
(iA) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five thirty (4530) days' prior written notice thereof and (iiB) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any material change or material amendment to the Credit and Collection Policy unless, at least 30 days prior to such material change or material amendment, it has delivered to the Buyer (or its assigns) a copy of the Credit and Collection Policy then in effect and notice (i) indicating such proposed change or amendment, and (ii) if such proposed change would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer's (and the Agent's, as Buyer's assignee) consent thereto. Except as otherwise permitted in its capacity as Servicer pursuant to the Purchase Agreement, Originator will not extend, amend or otherwise modify the terms of any Receivable or 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, (i) the creation of the interests therein in favor of Buyer (and its assigns) provided for herein or in any other Transaction Document and (ii) in connection with any transaction permitted by Section 4.1(c)), 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.
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, 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 corporate credit management is administered Records are kept unless it shall have:
: (iA) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five (45) days' prior written notice thereof and (iiB) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Blocked Account Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Blocked Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor 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 Blocked Bank or a Collection Account or Lock-BoxBlocked Account, an executed Collection Blocked Account Agreement with respect to the new Collection Account or Lock-BoxBlocked Account; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Blocked Account.
(c) Modifications to Contracts and Credit and Collection Policy. 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. Except as otherwise permitted in its capacity as Servicer pursuant to the Purchase Agreement, Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract related to any Receivable other than in accordance with the Credit and Collection Policy.
(d) Sales, Liens. 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box 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 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 Originator. 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 transactions contemplated hereby in any manner other than the sale by Originator to Buyer of the Receivables originated by Originator and the associated Related Security or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of such Receivables 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.
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer 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(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 corporate credit management is administered Records are kept unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policies. Such Originator will not make any change to its Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. 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 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box 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.
Appears in 1 contract
Sources: Receivables Sale Agreement (American Commercial Lines LLC)
Negative Covenants of Originators. Until the date on --------------------------------- which this --------------------------------- Agreement terminates in accordance with its terms 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 corporate credit management is administered unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesassignee) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesassignee) all financing statements, instruments and other documents requested by Buyer (or any of the Collateral Agent or any Managing Agent, as Buyer's assignee) Agents in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will not ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesassignee) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
Appears in 1 contract
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer 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) of any applicable enactment of the UCC) or relocate its chief executive -------- office or any office where corporate credit management is administered Records are kept unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five thirty (4530) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection BankLock-Box, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection AccountBox, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Lock-Box Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an 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 AccountPolicy. 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.
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Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, 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 corporate credit management is administered Records are kept unless it shall have:
: (i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesits assignee) at least forty-five thirty (4530) days' prior written notice thereof and (ii) delivered to Buyer the Agent (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesassignee) all financing statements, instruments and other documents reasonably requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; providedPROVIDED, howeverHOWEVER, that -------- ------- an 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 Collection 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. 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. Except as otherwise permitted in its capacity as Servicer pursuant to 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box 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.
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Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, 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 corporate credit management is administered unless Receivable Files are kept unless, in each of the foregoing cases, it shall have:
: (iA) given Buyer (and the Collateral Agent and each Managing Agent, Administrator as Buyer's assigneespledgee) at least forty-five ten (4510) days' prior written notice thereof and (iiB) delivered to Buyer Administrator (and to the Collateral Agent and each Managing Agent, as Buyer's assigneespledgee) all financing statements, instruments and other documents reasonably requested by Buyer (or the Collateral Agent or any Managing AgentAdministrator, as Buyer's assigneepledgee) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, LockBox or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection LockBox Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assignees) 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 Collection Bank LockBox or a Collection Account or Lock-BoxLockBox Account, an executed LockBox Agreement.
(c) Modifications to Contracts and Credit and Collection Account Agreement 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. Except as otherwise permitted, if such Originator is acting as a Servicer pursuant to the 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, Adverse 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, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any LockBox or LockBox Account, or assign any right to receive income with respect thereto (other than, in each case, the new Collection Account 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 Lock-Box; providedunder such Originator.
(e) Accounting for Purchases. Such Originator will not, howeverand will not permit any Affiliate to, account for the transactions contemplated hereby in any financial statements in any manner other than the sale (or other outright conveyance) by such Originator to Buyer of the Receivables and the associated Collections and Related Security except to the extent that -------- ------- an Originator may make changes such transactions are not recognized on account of consolidated financial reporting in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Accountaccordance with generally accepted accounting principles.
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Sources: Receivables Sale Agreement (Us Xpress Enterprises Inc)
Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, that:
(a) Name Change, Offices and RecordsRecords . 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 corporate credit management is administered Records are kept unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesits assignee) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer the Agent (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesassignee) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator ------------------------------------------ will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor 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 evidence reasonably satisfactory to Buyer (and the Agent, as its assignee) that all Adverse Claims to such Lock-Box or Collection Account have been released and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
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Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyer, as to itself, that:
(a) Name ChangeNAME CHANGE, Offices and RecordsOFFICES AND RECORDS. Such Originator will not -------------------------------- (i) change its name, identity or corporate structure name (within the meaning of Section ------- 9-402(7507(c) of any applicable enactment of the UCC), identity, corporate structure or location of books and records unless, at least fifteen (15) Business Days prior to the effective date of any such name change, change in corporate structure or relocate its chief executive -------- office or any office where corporate credit management is administered unless it shall have:
(i) given change in location of books and records, such Originator notifies Buyer thereof and delivers to Buyer (and or to the Collateral Agent and each Managing Administrative Agent, as Buyer's assigneescollateral assignee) at least forty-five such financing statements (45Forms UCC-1 and UCC-3) days' prior written notice thereof and executed by such Originator (iiif required under applicable law) delivered to which Buyer (and to or the Collateral Agent and each Managing Administrative Agent, as Buyer's assigneescollateral assignee) all financing statementsmay reasonably request to reflect such name change, instruments and location change or change in corporate structure, together with such other documents requested by and instruments that Buyer (or the Collateral Agent or any Managing Administrative Agent, as Buyer's collateral assignee) may reasonably request in connection with such change therewith and has taken all other steps to ensure that Buyer continues to have an exclusive perfected ownership or relocation.
(b) Change security interest in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate the Receivables originated by it, the Related Security related thereto and any bank as a Collection BankCollections thereon, or make any (ii) change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, its jurisdiction of organization unless Buyer (and the Collateral Agent and each Managing Administrative Agent, as Buyer's assigneescollateral assignee) shall have receivedreceived from such Originator, at least ten prior to such change, (10A) days before the proposed effective date therefor, those items described in clause (i) written notice of such additionhereof, termination or change and (iiB) with respect to if Buyer (or the addition of a Collection Bank or a Collection Account or Lock-BoxAdministrative Agent, as Buyer's collateral assignee) shall so request, an executed Collection Account Agreement with respect opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such organization and such Originator's valid existence and good standing and the new Collection Account perfection and priority of Buyer's ownership or Lock-Box; provided, however, that -------- ------- an security interest in the Receivables originated by such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Accountand the Related Security and the Collections related thereto.
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Negative Covenants of Originators. Until the date on --------------------------------- which this Agreement terminates in accordance with its terms and all obligations or such Originator hereunder have been paid in fullterms, each Originator hereby covenants to Buyer and the Purchasers, as assignees of Buyercovenants, 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 corporate credit management is administered Records are kept unless it shall have:
(i) given Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (and to the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) all financing statements, instruments and other documents requested by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assigneeits assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Such Originator will ------------------------------------------ not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (and the Collateral Agent and each Managing Agent, as Buyer's assigneesor its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that -------- ------- an such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts, 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. Except as otherwise permitted in its capacity as Sub-Servicer pursuant to Article V of this Agreement and Article VIII of the Purchase Agreement, Jabil will not extend, amend or otherwise modify the terms of any Receivable or any 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 (other than the CISCO Receivables), Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any
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