Common use of Name Change, Offices and Records Clause in Contracts

Name Change, Offices and Records. Originator will not make any change to its name (within the meaning of Sections 9-503 and 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, Originator notifies the Buyer and the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Buyer and the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Buyer or the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Buyer or the Administrative Agent shall so request, an opinion of counsel, in form and substance satisfactory to the Buyer and the Administrative Agent, as to Originator’s valid existence and good standing and the perfection and priority of the Buyer’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Buyer or the Administrative Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Buyer and the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Sale Agreement (Marathon Petroleum Corp)

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Name Change, Offices and Records. Originator Seller will not make any change to its name (within the meaning of Sections 9-503 and 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-forty five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, Originator such Seller Party notifies the Buyer and the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Buyer and the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Buyer or the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Buyer Administrative Agent or the Administrative any Managing Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to the Buyer Administrative Agent and the Administrative such Managing Agent, as to Originatorsuch Seller Party’s valid existence and good standing and the perfection and priority of the BuyerAdministrative Agent’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Buyer Administrative Agent or the Administrative any Managing Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Buyer and the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)

Name Change, Offices and Records. Originator Seller will not make any change to its name (within the meaning of Sections 9-503 9‑503 and 9-507(c9‑507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(569‑102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 9‑307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-five forty‑five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, Originator such Seller Party notifies the Buyer and the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Buyer and the Administrative Agent (i) such financing statements (Forms UCC-1 UCC‑1 and UCC-3UCC‑3) as the Buyer or the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Buyer Administrative Agent or the Administrative any Managing Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to the Buyer Administrative Agent and the Administrative such Managing Agent, as to Originatorsuch Seller Party’s valid existence and good standing and the perfection and priority of the BuyerAdministrative Agent’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Buyer Administrative Agent or the Administrative any Managing Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Buyer and the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)

Name Change, Offices and Records. Originator will not make any change to its name (within the meaning of Sections 9-503 and 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-forty five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, Originator notifies the Buyer and the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Buyer and the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Buyer or the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Buyer or the Administrative Agent shall so request, an opinion of counsel, in form and substance satisfactory to the Buyer and the Administrative Agent, as to Originator’s valid existence and good standing and the perfection and priority of the Buyer’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Buyer or the Administrative Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Buyer and the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

Appears in 1 contract

Samples: Receivables Sale Agreement (Marathon Petroleum Corp)

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Name Change, Offices and Records. Originator Seller will not make any change to its name (within the meaning of Sections 9-503 and 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization, become a “new debtor” (as defined in Section 9-102(a)(56) of any applicable enactment of the UCC) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of any applicable enactment of the UCC) or change the location where the majority of its books and Records are maintained unless, at least forty-five (45) days prior to the effective date of any such name change, change in type or jurisdiction of organization, or change in location of its books and records, Originator such Seller Party notifies the Buyer and the Administrative Agent and (except with respect to a change of location of books and records) delivers to the Buyer and the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Buyer or the Administrative Agent may reasonably request to reflect such name change or change in type or jurisdiction of organization, (ii) if the Buyer Administrative Agent or the Administrative any Managing Agent shall so request, an opinion of counsel, in form and substance reasonably satisfactory to the Buyer Administrative Agent and the Administrative such Managing Agent, as to Originatorsuch Seller Party’s valid existence and good standing and the perfection and priority of the BuyerAdministrative Agent’s ownership or security interest in the Receivables, the Related Security and Collections, and (iii) such other documents and instruments as the Buyer Administrative Agent or the Administrative any Managing Agent may reasonably request in connection therewith, and has taken all other steps to ensure that the Buyer and the Administrative Agent, for the benefit of itself and the Purchasers, continues to have a first priority, perfected ownership or security interest in the Receivables, the Related Security related thereto and any Collections thereon.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Marathon Petroleum Corp)

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