CCRT » Topics » COVENANTS

This excerpt taken from the CCRT 10-Q filed Aug 1, 2007.

COVENANTS

Section 5.01. Covenants of Seller. Seller hereby covenants and agrees with Purchaser as follows:

(a) Receivables Not To Be Evidenced by Instruments or Chattel Paper. Except in connection with its enforcement or collection of a Receivable, Seller will take no action to cause any Receivable sold to Purchaser hereunder to be evidenced by any instrument or chattel paper (as defined in the applicable UCC) and if any Receivable is so evidenced as a result of any action by Seller it shall be deemed to be a Receivable described in Section 6.01 and shall be repurchased by Seller in accordance with Section 6.01.

(b) Security Interests. Except for the Conveyances hereunder, Seller will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with Purchaser’s ownership of the Purchased Assets or grant, create, incur, assume or suffer to exist any Encumbrance arising through or under Seller on, any Purchased Asset, whether now existing or hereafter created, and Seller shall not claim any ownership interest in any Purchased Asset and shall defend the right, title and interest of Purchaser in, to and under the Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under Seller.

(c) Account Allocations. In the event that Seller is unable for any reason to sell Receivables to Purchaser in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 7.02 or any order of any Governmental Authority), then Seller agrees (except as prohibited by any such order or any Requirement of Law) to allocate and pay to Purchaser, after the date of such inability, all Collections with respect to Principal Receivables previously sold to Purchaser. To the extent that it is not clear to Seller whether collections relate to a Principal Receivable that was sold to Purchaser or to a principal receivable that Seller is unable to sell to Purchaser, Seller agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account. Notwithstanding any cessation of the sale to Purchaser of additional Principal Receivables, Principal Receivables sold to Purchaser prior to the occurrence of the event giving rise to such inability, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall continue to be property of Purchaser.

(d) Delivery of Collections. In the event that Seller receives Collections with respect to the Receivables (or any other amounts in respect of the Purchased Assets transferred in accordance with this Agreement), Seller agrees to pay to Purchaser (or to the Servicer if Purchaser so directs) all such Collections with respect to the Receivables or such other amounts as soon as practicable after receipt thereof.

(e) Notice of Encumbrances. Seller shall notify Purchaser promptly after becoming aware of any Encumbrance arising through or under it on any Receivable other than the Conveyances hereunder.

 

18


(f) Conduct of Business. Seller shall do all things necessary to remain duly organized, validly existing and in good standing as a corporation in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(g) Compliance with Laws. Seller will comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it or its respective properties may be subject.

(h) Sale Treatment. Seller will not account for (including for accounting purposes), or otherwise treat, the transactions contemplated by this Agreement in any manner other than as a sale of the Purchased Assets by Seller to Purchaser.

(i) No Sales, Encumbrances, Etc. Except as contemplated hereunder, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Encumbrance arising through or under Seller upon, any of the Purchased Assets.

(j) No Change in Business or Credit Card Guidelines. Seller will not make any change in the character of its business or in any credit card guidelines it may have, which change would, in either case, impair the collectibility of any of the Receivables or have a material adverse effect on the condition (financial or otherwise), business or properties of Seller or the ability of Seller to perform its obligations hereunder.

(k) Protection of Interest in Purchased Assets. Seller shall authorize, execute and file such financing statements, amendments to financing statements, and any other documents reasonably requested by Purchaser or its successors and assigns which may be required by law to perfect the ownership interest of Purchaser in and to the Purchased Assets.

Section 5.02. Covenants of Seller with Respect to each Partridge Receivables Purchase Agreements and the Sale and Purchase Agreement. (a) Seller, in its capacity as purchaser of Receivables from Raphaels Bank or any other Account Owner pursuant to a Partridge Receivables Purchase Agreement hereby covenants that Seller will at all times enforce the covenants and agreements of Raphaels Bank or such other Account Owner in the Account Ownership Agreement and applicable Partridge Receivables Purchase Agreement.

(b) Seller also covenants that it will at all times enforce the covenants and agreements of Barclays Bank in the Sale and Purchase Agreement.

(c) Seller covenants that it will provide Purchaser with such information as Purchaser may reasonably request to enable Purchaser to determine compliance with the covenants contained in this Section.

Section 5.03. Personal Data. The parties acknowledge and agree that no Personal Data shall be transferred between the parties pursuant to or in connection with this Agreement. Any data relating to the Accounts that is processed under this Agreement shall be done in an anonymous format, without the use of Personal Data.

[END OF ARTICLE V]

 

19


ARTICLE VI

These excerpts taken from the CCRT 10-Q filed Aug 2, 2006.

COVENANTS

Section 5.01. Covenants of Columbus Bank.

(a) Covenants of Columbus Bank. Columbus Bank hereby covenants and agrees with CompuCredit as follows:

(i) Receivables Not To Be Evidenced by Instruments. Except in connection with its enforcement or collection of a Columbus Account, Columbus Bank will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC).

(ii) Security Interests. Except for the conveyances hereunder, Columbus Bank will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with CompuCredit’s ownership of the Transferred Interest in the Receivables and the other Purchased Assets, or grant, create, incur, assume or suffer to exist any Lien (arising through or under Columbus Bank) on, any Receivable or the Transferred Interest therein or the other Purchased Assets, whether now existing or hereafter created, or any interest therein, and Columbus Bank shall not claim any ownership interest in the Receivables (except for its Retained Interest in the Receivables) or the other Purchased Assets and shall defend the right, title and interest of CompuCredit in, to and under the Transferred Interest in the Receivables and the other Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under Columbus Bank.

(iii) Columbus Account Allocations. Allocations between the Transferred Interest and the Retained Interest in the Receivables and the other Purchased Assets shall be made in accordance with the terms of the Affinity Agreement. In the event that Columbus Bank is unable for any reason to transfer the Transferred Interest in the Receivables to CompuCredit in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 6.02 or any order of any Governmental Authority), then, in any such event, Columbus Bank agrees (except as prohibited by any such order) to allocate and pay to CompuCredit, after the date of such inability, all collections with respect to the Transferred Interest in the Receivables and the other Purchased Assets, including collections in respect of the Transferred Interest in the Receivables and the other Purchased Assets transferred to CompuCredit prior to the occurrence of such event, and all amounts which would have constituted such collections but for Columbus Bank’s inability to transfer the Transferred Interest in the Receivables and the other Purchased Assets (up to an aggregate amount equal to the amount of the Transferred Interest in the outstanding Receivables transferred to CompuCredit prior to such date). For the purpose of the immediately preceding sentence, CompuCredit and Columbus Bank shall treat the first received of such collections with respect to the Columbus Accounts as allocable to CompuCredit until CompuCredit shall have been allocated and paid collections in an amount equal to the aggregate amount of the Transferred Interest in the Principal

 

12


Receivables as of the date of the occurrence of such event. If Columbus Bank and CompuCredit are unable pursuant to any Requirements of Law to allocate such collections as described above, Columbus Bank and CompuCredit agree that, after the occurrence of such event, payments on each Columbus Account with respect to the principal balance of such Columbus Account shall be allocated first to the oldest principal balance of such Columbus Account and shall have such payments applied as collections in respect thereof in accordance with the terms of this Agreement and the Affinity Agreement. The parties hereto agree that Collections with respect to the Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables, the Transferred Interest in which have been conveyed to CompuCredit, shall continue to be property of CompuCredit to the extent of the Transferred Interest therein notwithstanding any cessation of the transfer of additional Transferred Interests in Principal Receivables to CompuCredit and collections with respect thereto shall continue to be allocated and paid in accordance with this Agreement and the Affinity Agreement.

(iv) Delivery of Collections or Recoveries. In the event that Columbus Bank receives collections of Receivables or Recoveries, Columbus Bank agrees to pay to CompuCredit the Transferred Interest in respect of such collections of Receivables and Recoveries as soon as practicable after receipt thereof.

(v) Notice of Liens. Columbus Bank shall notify CompuCredit promptly after becoming aware of any Lien on any Receivable or on the Transferred Interest therein or the Retained Interest therein other than the conveyances hereunder, under the CFC Purchase Agreement, the Transfer and Servicing Agreement and the Indenture.

(vi) Documentation of Transfer. Columbus Bank shall cooperate with CompuCredit in filing, and CompuCredit shall file the documents (at the expense of CompuCredit) which would be necessary to perfect and maintain the perfection of the transfer of the Purchased Assets to CompuCredit. Columbus Bank hereby authorizes and ratifies all such filings.

(vii) Official Records. Columbus Bank shall maintain this Agreement as a part of its official records.

(b) CompuCredit covenants that it will provide Columbus Bank with such information as Columbus Bank may reasonably request to enable Columbus Bank to determine compliance with the covenants contained in this Section 5.01.

[END OF ARTICLE V]

 

13


ARTICLE VI

COVENANTS

Section 5.01. Covenants of CompuCredit. CompuCredit hereby covenants and agrees with CFC as follows:

(a) Receivables Not To Be Evidenced by Instruments. Except in connection with its enforcement or collection of a Receivable, CompuCredit will take no action to cause any Receivable sold to CFC hereunder to be evidenced by any instrument (as defined in the applicable UCC) and if any Receivable is so evidenced as a result of any action by CompuCredit it shall be deemed to be an Ineligible Receivable in accordance with Section 6.01.

(b) Security Interests. Except for the conveyances hereunder, CompuCredit will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with CFC’s ownership of the Purchased Assets or grant, create, incur, assume or suffer to exist any Lien arising through or under CompuCredit on, any Purchased Asset, whether now existing or hereafter created, and CompuCredit shall not claim any ownership interest in any Purchased Asset and shall defend the right, title and interest of CFC in, to and under the Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under CompuCredit.

(c) Account Allocations. In the event that CompuCredit is unable for any reason to sell Receivables to CFC in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 8.02 or any order of any Governmental Authority), then CompuCredit agrees (except as prohibited by any such order or any Requirement of Law) to allocate and pay to CFC, after the date of such inability, all Collections with respect to Receivables previously sold to CFC. To the extent that it is not clear to CompuCredit whether collections relate to a Receivable that was sold to CFC or to a receivable that CompuCredit is unable to sell to CFC, CompuCredit agrees that it shall allocate payments on each Account with respect to the balance of such Account first to the oldest balance of such Account. Notwithstanding any cessation of the sale to CFC of additional Principal Receivables, Principal Receivables sold to CFC prior to the occurrence of the event giving rise to such inability, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall continue to be property of CFC.

(d) Delivery of Collections. In the event that CompuCredit receives Collections (or any other amounts in respect of the Purchased Assets), CompuCredit agrees to pay to CFC (or to the Servicer if CFC so directs) all such Collections as soon as practicable after receipt thereof.

(e) Notice of Liens. CompuCredit shall notify CFC promptly after becoming aware of any Lien arising through or under it on any Purchased Asset other than the conveyances hereunder.

 

19


(f) Documentation of Transfer. CompuCredit shall file the documents which are necessary to perfect and maintain the perfection and priority of CFC’s ownership interest in the Purchased Assets.

(g) Conduct of Business. CompuCredit shall do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(h) Compliance with Laws. CompuCredit will comply with all material laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it or its respective properties may be subject.

(i) Sale Treatment. CompuCredit will not account for (including for accounting purposes), or otherwise treat, the transactions contemplated by this Agreement in any manner other than as a sale of the Purchased Assets by CompuCredit to CFC.

(j) No Sales, Liens, Etc. Except as contemplated hereunder, CompuCredit will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien arising through or under CompuCredit upon any of the Purchased Assets.

(k) No Change in Business or Credit Guidelines. CompuCredit will not make any change in the character of its business or in the Credit Card Guidelines, which change would, in either case, be reasonably expected to impair the collectibility of the Receivables or have a material adverse effect on the condition (financial or otherwise), business or properties of CompuCredit or the ability of CompuCredit to perform its obligations hereunder.

(l) Protection of Interest in Purchased Assets. CompuCredit shall authorize, execute and file such financing statements, continuation statements, amendments to financing statements and any other documents reasonably requested by CFC or its successors and assigns or which may be required by law to maintain the perfection and priority of the ownership interest of CFC in and to the Purchased Assets.

(m) Affinity Card Agreement. CompuCredit shall promptly deliver to CFC copies of all material changes or amendments to any Affinity Agreement, and in the case of any change or amendment to any such agreement that may have a material adverse effect on CFC, CFC shall have consented to such change or amendment prior to the effectiveness thereof.

(n) Bank Numbers. CompuCredit shall not, and shall not permit Columbus Bank or any other Account Owner to, change the bank number of any Account to a bank number not specified in Schedule I unless, prior to such change, CompuCredit (i) has given CFC prior written notice thereof and (ii) has made all filings (including filings under the applicable UCC) and shall have taken all other action under applicable law in each relevant jurisdiction in order to maintain the perfection and priority of CFC’s ownership interest in the Receivables arising in such Accounts and the related Purchased Assets.

 

20


Section 5.02. Covenants of CompuCredit with Respect to Receivables Purchase Agreements. CompuCredit, in its capacity as purchaser of Receivables from Columbus Bank or any other Account Owner pursuant to an Affinity Agreement between CompuCredit and Columbus Bank or any other Account Owner, hereby covenants that CompuCredit will at all times enforce the covenants and agreements of Columbus Bank or any other Account Owner in each such Affinity Agreement.

CFC covenants that it will provide CompuCredit with such information as CompuCredit may reasonably request to enable CompuCredit to determine compliance with the covenants contained in this Section.

[END OF ARTICLE V]

 

21


ARTICLE VI

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki