Common use of Name and Other Changes Clause in Contracts

Name and Other Changes. At least 60 days prior to the date any Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with subsection (a) above seriously misleading within the applicable provisions of the UCC or any title statute, such Seller shall give the Trustee, the Issuer and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) written notice of any such change and no later than five days after the effective date thereof, shall file appropriate amendments to all previously filed financing statements or continuation statements. At least 60 days prior to the date of any relocation of its principal executive office, such Seller shall give the Trustee, the Issuer and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) written notice thereof if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and such Seller shall within five days after the effective date thereof, file any such amendment or new financing statement. Promptly after taking the foregoing actions, such Seller shall deliver to the Issuer, the Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing), an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Receivables and the Other Conveyed Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. Each Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (First Enterprise Financial Group Inc), Sale and Servicing Agreement (First Enterprise Financial Group Inc), Sale and Servicing Agreement (First Enterprise Financial Group Inc)

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Name and Other Changes. (I) At least 60 30 days prior to the date any that the Seller makes intends to make any change in its name, identity or corporate legal structure which would make could render any financing statement or continuation statement filed in accordance with subsection (a) above seriously misleading within the applicable provisions of the UCC or any title statute, such the Seller shall give the Trustee, the Issuer Rating Agency and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Issuer written notice of any its intention to effectuate such change (such notice to include, in reasonable detail, all information surrounding such change) and (II) no later than five two days after the effective date thereofof such change, the Seller shall file appropriate amendments to all previously filed financing statements or continuation statements. At least 60 30 days prior to the date of any relocation of change in its principal executive officelocation (as such term is used in the applicable UCC), such the Seller shall give the Trustee, the Issuer Rating Agency and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Issuer written notice thereof if, as a result of its intention to effectuate such relocation, change and the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and such Seller shall within five two days after the effective date thereof, file any such amendment or new financing statementstatement requested by the Issuer or the Trustee. Promptly after taking Prior to changing its name, identity, legal structure or location, the foregoing actions, such Seller shall deliver to the Issuer, the Trustee Issuer and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing)Trustee, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed authorized and filed (or will be filed) that are necessary fully to preserve and protect the first priority perfected security interest of the Issuer and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. Each The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Clark/Bardes Inc)

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