COVENANTS 12 Sample Clauses

COVENANTS 12. Section 6.1. Affirmative Covenants of the Seller Parties 12 Section 6.2. Protection of Title 15 Section 6.3. No Merger or Consolidation of, or Assumption of the Obligations of, NFASC; Amendment of Certificate of Incorporation 18 Section 7.1. Amendment 19 Section 7.2. Survival 19 Section 7.3. Notices 19 Section 7.4. Governing Law 19 Section 7.5. Waivers 19 Section 7.6. Confidential Information 19 Section 7.7. Headings 19 Section 7.8. Counterparts 19 Section 7.9. Severability of Provisions 19 Section 7.10. Further Assurances 20 Section 7.11. No Third-Party Beneficiaries 20 Section 7.12. Merger and Integration 20 Section 7.13. Assignment 20 Section 7.14. CONSENT TO JURISDICTION 20 Section 7.15. WAIVER OF JURY TRIAL 20 Exhibit A Form of NPA Assignment (includes Exhibit I, Composite Schedule of Contracts) Exhibit B Form of Release Schedule A Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Annex A Form of Portfolio Agreements This Note Purchase Agreement (this “Agreement”), dated as of December 16, 2009, is among NAVISTAR FINANCIAL ASSET SALES CORP., a Delaware corporation (“NFASC” or the “Seller”), NAVISTAR FINANCIAL CORPORATION, a Delaware corporation (“NFC”), in its capacity as Servicer under the Servicing Agreement (the “Servicer” and, together with the Seller, the “Seller Parties” and each a “Seller Party”), and ▇▇▇▇▇ FARGO EQUIPMENT FINANCE, INC. (the “the Purchaser”).

COVENANTS 12. 1 Affirmative Covenants So long as any amount owing under this Agreement or the other Loan Documents remains unpaid or any Lender has any Commitment under this Agreement, and unless consent is given in accordance with Section 16.5, each Obligor covenants and agrees that: 12.

COVENANTS 12. Affirmative Covenants of Originators 12

COVENANTS 12. SECTION 7.1 AFFIRMATIVE COVENANTS OF THE SELLER PARTIES 12 SECTION 7.2 NEGATIVE COVENANTS OF THE SELLER PARTIES 19 SECTION 8.1 DESIGNATION OF SERVICER 21 SECTION 8.2 DUTIES OF SERVICER 21 SECTION 8.3 COLLECTION NOTICES. 23 SECTION 8.4 RESPONSIBILITIES OF SELLER 23 SECTION 8.5 MONTHLY REPORTS 23 SECTION 8.6 SERVICING FEE 23 SECTION 9.1 AMORTIZATION EVENTS 24 SECTION 9.2 REMEDIES 26 SECTION 10.1 INDEMNITIES BY THE SELLER PARTIES 27 SECTION 10.2 INCREASED COST AND REDUCED RETURN 29 SECTION 10.3 EXPENSES 29 SECTION 11.1 AUTHORIZATION AND ACTION 29 SECTION 12.1 ASSIGNMENTS AND PARTICIPATIONS BY PURCHASER 30 SECTION 12.2 PROHIBITION ON ASSIGNMENTS BY SELLER PARTIES 30 SECTION 13.1 WAIVERS AND AMENDMENTS 30 SECTION 13.2 NOTICES 31 SECTION 13.3 PROTECTION OF AGENT’S SECURITY INTEREST 31 SECTION 13.4 CONFIDENTIALITY 32 SECTION 13.5 [INTENTIONALLY DELETED] 32 SECTION 13.6 LIMITATION OF LIABILITY 32 SECTION 13.7 CHOICE OF LAW 32 SECTION 13.8 CONSENT TO JURISDICTION 33 SECTION 13.9 WAIVER OF JURY TRIAL 33 SECTION 13.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS 33 SECTION 13.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES 34 SECTION 13.12 CHARACTERIZATION 34 SECTION 13.13 TRANSACTIONS ON THE EFFECTIVE DATE 35 SECTION 13.14 TERMINATION 35 EXHIBITS AND SCHEDULES Exhibit I Definitions 38 Exhibit II Form of Purchase Notice 54 Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Numbers 56 Exhibit IV Names of Collection Banks; Collection Accounts 57 Exhibit V Form of Compliance Certificate 58 Exhibit VII Credit and Collection Policies 62 Exhibit VIII Form of Monthly Report 63 Exhibit IX Form of Performance Undertaking 66 Schedule A Closing Documents 67 THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of September 10, 2008 (to be effective on the Effective Date (as such term is defined in Exhibit I hereto)) is entered into by and among: (a) Actuant Receivables Corporation, a Nevada corporation (“Seller”), (b) Actuant Corporation, a Wisconsin corporation (“Parent”), as initial Servicer, and (c) Wachovia Bank, National Association, individually as purchaser (“Purchaser”) and as agent for Purchaser and its assigns under the Transaction Documents (together with its successors and assigns in such capacity, the “Agent”).

COVENANTS 12. Section 7.1 Conduct of the Company's Business Prior to Closing 12

COVENANTS 12. Section 4.1 Mutual Covenants Regarding Closing. 12 Section 4.2 Voting and Support. 13 Section 4.3 TSX Approval. 14 Section 4.4 NASDAQ Notification. 14 Section 4.5 Regulatory Approvals. 14