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

Name Change, Offices and Records. Such Seller Party will not make any change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization or location of books and records unless, with respect to any such name change, change in type or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral 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 and (z) except with respect to a change in location of books and records, prior to the effectiveness thereof, delivers to the Collateral Agent (i) such financing statements (Forms UCC-1 and UCC-3) as the Collateral Agent or any Managing Agent may reasonably request to reflect such name change, change in type or jurisdiction of organization, (ii) if the Collateral Agent, any Managing Agent or any Purchaser shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Party’s valid existence and good standing, enforceability of the Transaction Documents and the perfection and priority of the Collateral Agent’s ownership or security interest in the Receivables, the Related Security and Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral Agent.

Name Change, Offices and Records. Such Seller Party The Originator will not make any (i) change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization identity, corporate structure or location of books and records unless, with respect at least fifteen (15) Business Days prior to the effective date of any such name change, change in type corporate structure or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral 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 and (z) except with respect to a change in location of books and records, prior the Originator notifies Buyer thereof and delivers to Buyer (or to the effectiveness thereofAdministrative Agent, delivers to the Collateral Agent (ias Buyer’s collateral assignee) such financing statements (Forms UCC-1 and UCC-3) executed by the Originator (if required under applicable law) which Buyer (or the Administrative Agent, as the Collateral Agent or any Managing Agent Buyer’s collateral assignee) may reasonably request to reflect such name change, location change or change in type corporate structure, together with such other documents and instruments that Buyer (or jurisdiction of organizationthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have an exclusive perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any Collections thereon, or (ii) if change its jurisdiction of organization unless Buyer (and the Collateral Administrative Agent, any Managing Agent as Buyer’s collateral assignee) shall have received from the Originator, prior to such change, (A) those items described in clause (i) hereof, and (B) if Buyer (or any Purchaser the Administrative Agent, as Buyer’s collateral assignee) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Partyorganization and the Originator’s valid existence and good standing, enforceability of the Transaction Documents standing and the perfection and priority of the Collateral AgentBuyer’s ownership or security interest in the Receivables, Receivables originated by the Originator and the Related Security and the Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral Agentrelated thereto.

Name Change, Offices and Records. Such The Seller Party will not (and will not permit the Originator to) (i) make any change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization identity, corporate structure or location of books and records unless, with respect to any such name change, change in type or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereofof any such name change, change in corporate structure, or change in location of its books and records the Seller notifies the Collateral Administrative Agent and each Managing Agent thereof, (y) prior thereof and delivers to the effectiveness thereofAdministrative Agent and each Managing Agent such financing statements (Forms UCC-1 and UCC-3) authorized or executed by the Seller (if required under applicable law) which the Administrative Agent or any Managing Agent may reasonably request to reflect such name change, takes location change, or change in corporate structure, together with such other documents and instruments that the Administrative Agent or any Managing Agent may reasonably request in connection therewith and has taken all other steps to ensure that the Collateral Administrative Agent, for the benefit of itself itself, the Managing Agents 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 and thereon, or (zii) except with respect to a change in location its jurisdiction of books and recordsorganization unless the Administrative Agent shall have received from the Seller, prior to the effectiveness thereofsuch change, delivers to the Collateral Agent (A) those items described in clause (i) such financing statements hereof, and (Forms UCC-1 and UCC-3) as the Collateral Agent or any Managing Agent may reasonably request to reflect such name change, change in type or jurisdiction of organization, (iiB) if the Collateral Administrative Agent, any Managing Agent or any Purchaser shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Partyorganization and the Seller’s or the Originator’s, as applicable, valid existence and good standing, enforceability of the Transaction Documents standing and the perfection and priority of the Collateral Administrative Agent’s ownership or security interest in the Receivables, the Related Security and Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral AgentCollections.

Name Change, Offices and Records. Such Seller Party Originator will not make any (i) change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization identity, corporate structure or location of books and records unless, with respect at least fifteen (15) Business Days prior to the effective date of any such name change, change in type corporate structure or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral 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 and (z) except with respect to a change in location of books and records, prior such Originator notifies Buyer thereof and delivers to Buyer (or to the effectiveness thereofAdministrative Agent, delivers to the Collateral Agent (ias Buyer’s collateral assignee) such financing statements (Forms UCC-1 and UCC-3) executed by such Originator (if required under applicable law) which Buyer (or the Administrative Agent, as the Collateral Agent or any Managing Agent Buyer’s collateral assignee) may reasonably request to reflect such name change, location change or change in type corporate structure, together with such other documents and instruments that Buyer (or jurisdiction of organizationthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have an exclusive perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any Collections thereon, or (ii) if change its jurisdiction of organization unless Buyer (and the Collateral Administrative Agent, any Managing Agent as Buyer’s collateral assignee) shall have received from such Originator, prior to such change, (A) those items described in clause (i) hereof, and (B) if Buyer (or any Purchaser the Administrative Agent, as Buyer’s collateral assignee) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Partyorganization and such Originator’s valid existence and good standing, enforceability of the Transaction Documents standing and the perfection and priority of the Collateral AgentBuyer’s ownership or security interest in the Receivables, Receivables originated by such Originator and the Related Security and the Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral Agentrelated thereto.

Name Change, Offices and Records. Such Seller Party Originator will not make any (i) change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization identity, corporate structure or location of books and records unless, with respect at least fifteen (15) Business Days prior to the effective date of any such name change, change in type corporate structure or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral 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 and (z) except with respect to a change in location of books and records, prior such Originator notifies Buyer and Administrative Agent thereof and delivers to Buyer (and to the effectiveness thereofAdministrative Agent, delivers to the Collateral Agent (ias Buyer’s collateral assignee) such financing statements (Forms UCC-1 and UCC-3) executed by such Originator (if required under applicable law) which Buyer (or the Administrative Agent, as the Collateral Agent or any Managing Agent Buyer’s collateral assignee) may reasonably request to reflect such name change, location change or change in type corporate structure, together with such other documents and instruments that Buyer (or jurisdiction of organizationthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have an exclusive perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any Collections thereon, or (ii) if change its jurisdiction of organization unless Buyer (and the Collateral Administrative Agent, any Managing Agent as Buyer’s collateral assignee) shall have received from such Originator, prior to such change, (A) those items described in clause (i) hereof, and (B) if Buyer (or any Purchaser the Administrative Agent, as Buyer’s collateral assignee) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Partyorganization and such Originator’s valid existence and good standing, enforceability of the Transaction Documents standing and the perfection and priority of the Collateral AgentBuyer’s ownership or security interest in the Receivables, Receivables originated by such Originator and the Related Security and the Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral Agentrelated thereto.

Name Change, Offices and Records. Such Seller Party The Originator will not make any (i) change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization identity, corporate structure or location of books and records unless, with respect at least fifteen (15) Business Days prior to the effective date of any such name change, change in type corporate structure or jurisdiction of organization, or change in location of its books and records, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral 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 and (z) except with respect to a change in location of books and records, prior the Originator notifies Buyer thereof and delivers to Buyer (or to the effectiveness thereofAdministrative Agent, delivers to the Collateral Agent (ias Buyer’s collateral assignee) such financing statements (Forms UCC-1 and UCC-3) executed by the Originator (if required under applicable law) which Buyer (or the Administrative Agent; as the Collateral Agent or any Managing Agent Buyer’s collateral assignee) may reasonably request to reflect such name change, location change or change in type corporate structure, together with such other documents and instruments that Buyer (or jurisdiction of organizationthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request in connection therewith and has taken all other steps to ensure that Buyer continues to have an exclusive perfected ownership or security interest in the Receivables originated by it, the Related Security related thereto and any Collections thereon, or (ii) if change its jurisdiction of organization unless Buyer (and the Collateral Administrative Agent, any Managing Agent as Buyer’s collateral assignee) shall have received from the Originator, prior to such change, (A) those items described in clause (i) hereof, and (B) if Buyer (or any Purchaser the Administrative Agent, as Buyer’s collateral assignee) shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Partyorganization and the Originator’s valid existence and good standing, enforceability of the Transaction Documents standing and the perfection and priority of the Collateral AgentBuyer’s ownership or security interest in the Receivables, Receivables originated by the Originator and the Related Security and the Collections and (iii) such other documents and instruments as the Collateral Agent or any Managing Agent may reasonably request in connection therewith, including, without limitation, information which the Collateral Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, the Patriot Act and any other rules or regulations applicable to such Person and, in the case of a change to the Seller’s type of organization, copies of the organizational documents of the Seller which shall contain provisions customary for bankruptcy-remote entities of such type participating in asset-backed financings and consistent with the provisions of Section 6.1(i) and otherwise be in form and substance reasonably acceptable to the Collateral Agentrelated thereto.

Name Change, Offices and Records. Such Seller Party It will not make any change to its name (within the meaning of Section 9-507(c) 507 of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records unless, with respect at least thirty (30) 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, such Seller Party (x) at least thirty (30) days prior to the effective date thereof, records it notifies the Collateral Agent and each Managing Agent thereof, (y) prior to the effectiveness thereof, takes all other steps to ensure that the Collateral Agent, for the benefit of itself Servicer 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 Administrative Agent thereof and (z) except with respect to a change in of location of books and records, prior to the effectiveness thereof, ) delivers to the Collateral Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) as which the Collateral Agent or any Managing Administrative Agent may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Collateral Agent, any Managing Administrative Agent or any Purchaser shall so request, an opinion of counsel, in form and substance reasonably satisfactory to such Person, as to such Seller Party’s valid existence and good standing, enforceability of the Transaction Documents and the perfection and priority of the Collateral Administrative Agent’s ownership or of and security interest in the Receivables, Transferred Receivables and Related Rights (for the Related Security and Collections benefit of the Owners) and (iii) such other documents documents, agreements and instruments as that the Collateral Agent or any Managing Administrative Agent may reasonably request in connection therewith. (h) Protection of Owners’ Rights. It will take no action, includingnor omit to take any action, without limitation, information which could reasonably be expected to materially impair the Collateral rights of the Administrative Agent or any Managing Agent may request in connection with its compliance with “know your customer” regulations, and the Patriot Act and any other rules or regulations applicable to such Person and, Owners in the case of a change Transferred Receivables and the Related Rights granted pursuant to this Agreement, or materially adversely affect the Seller’s type of organization, copies collectability of the organizational documents Transferred Assets, or reschedule, revise or defer payments due on any Transferred Receivable, or amend, modify or waive in any material respect any term or condition relating to payments due on any Transferred Receivable, or modify the terms of any Transferred Receivable in a manner that would result in the Seller which shall contain provisions customary for bankruptcy-remote entities dilution of such type participating Transferred Receivable or that would otherwise prevent such Transferred Receivable from being an Eligible Receivable, except (i) in asset-backed financings and consistent accordance with the provisions Credit and Collection Policies (ii) as ordered by a court of Section 6.1(icompetent jurisdiction or other Governmental Authority, (iii) such Transferred Receivable is deemed not to be an Eligible Receivable and otherwise be in form and substance reasonably acceptable to the Collateral Agent.such -89- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398