Common use of Change in Organization, Etc Clause in Contracts

Change in Organization, Etc. Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement or intellectual property assignment agreement or intellectual property security agreement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests hereunder and under the Loan and Security Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event or Unmatured Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator shall have given Buyer and Administrative Agent not less than fifteen (15) Business Days’ prior written notice of such change and shall have cured such circumstances, (iii) no Change in Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the new entity, (v) Administrative Agent, the Required Lenders, and Buyer have consented thereto in writing, and (vi) Administrative Agent, the Required Lenders, and Buyer have received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. Each Originator shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect..

Change in Organization, Etc. Change Such Seller shall not change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement or intellectual property assignment agreement or intellectual property security agreement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests hereunder and under the Loan and Security AgreementTransaction Agreements, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event Default or Unmatured Potential Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator Seller shall have given Buyer and Administrative Agent not less than fifteen ten (1510) Business Days’ prior written notice of such change and shall have cured such circumstances, (iii) no Change in Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer, that its obligations under the Performance Guaranty shall apply to the new entity, (v) Administrative Agent, the Required Lenders, and Buyer have has consented thereto in writing, such consent not to be unreasonably withheld and (vi) Administrative Agent, the Required Lenders, and Buyer have has received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. Each Originator Seller shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect...

Change in Organization, Etc. Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement or intellectual property assignment agreement or intellectual property security agreement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests hereunder and under the Loan and Security Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event Default or Unmatured Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator shall have given Buyer and Administrative Agent not less than fifteen ten (1510) Business Days’ prior written notice of such change and shall have cured such circumstances, (iii) no Change in Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the new entity, (v) Administrative Agent, the Required Lenders, Agent and Buyer have consented thereto in writing, such consent not to be unreasonably withheld and (vi) Administrative Agent, the Required Lenders, Agent and Buyer have received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. Each Originator shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect...

Change in Organization, Etc. Change Such Seller shall not change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement or intellectual property assignment agreement or intellectual property security agreement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests hereunder and under the Loan and Security AgreementTransaction Agreements, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event Default or Unmatured Potential Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator Seller shall have given Buyer and Administrative Agent not less than fifteen thirty (1530) Business Daysdays’ prior written notice of such change and shall have cured such circumstances, (iii) no Change in of Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer, that its obligations under the Performance Guaranty shall apply to the new entity, and (v) Administrative Agent, the Required Lenders, and Buyer have consented thereto in writing, and (vi) Administrative Agent, the Required Lenders, and Buyer have has received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. Each Originator Seller shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect...

Change in Organization, Etc. Change Such Seller shall not change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement or intellectual property assignment agreement or intellectual property security agreement filed or other action taken to perfect Buyer’s or Administrative Buyer Agent’s (on behalf of each Buyer) interests hereunder and under the Loan and Security AgreementTransaction Agreements, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event Default or Unmatured Potential Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator Seller shall have given Buyer and Administrative Agent not less than fifteen thirty (1530) Business Daysdays’ prior written notice of such change and shall have cured such circumstances, (iii) no Change in of Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer Agent and each Buyer, that its obligations under the Performance Guaranty shall apply to the new entity, and (v) Administrative Agent, the Required Lenders, Buyer Agent and each Buyer have consented thereto in writing, and (vi) Administrative Agent, the Required Lenders, and Buyer have has received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. Each Originator Seller shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect...