Common use of Mergers, Acquisitions, Sales, etc Clause in Contracts

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer, the Administrative Agent and each Lender have both (i) received 30 days’ prior notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be Be a party to any merger, consolidation or other restructuring, except (x1)(X) a merger of a Subsidiary or consolidation among two other Person into the Originator or more Originators and where an a wholly-owned Subsidiary of the Originator (provided that in any merger involving the Originator, the Originator is the surviving entity), or (yY) a merger or consolidation involving such Originator where such Originator Person into VWR (provided that VWR is the surviving entity and that such merger shall not have a Material Adverse Effect), or (z2) a merger, consolidation or other restructuring where the Buyer, Company and the Administrative Agent and each Lender Administrator have each (A) received thirty (30) days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable lawsconsented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or Company and the Administrative Agent Administrator shall reasonably request request, and (D) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the LendersPurchasers, in and to the Receivables to be contributed or sold by it such Originator hereunder and other Related Rights, as reasonably requested by the Buyer or Company and the Administrative Agent Administrator shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent (as Buyer’s assignee) and each Lender Purchaser have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (DC) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersPurchasers, as the Buyer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Buyer’s assignee) shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such The Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) days’ prior written notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (DC) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such the Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer, the Administrative Agent and each Lender have both (i) received thirty (30) days’ prior written notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Each Originator (only so long as such Originator remains a party to this Agreement as an Originator hereunder) shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where (A) the surviving entity with respect thereto is an Originator or (B) the Buyer, the Administrative Agent and each Lender have each (Ai) received thirty (30) days’ (or such shorter period as the Administrative Agent may permit in its sole discretion) prior written notice thereof, (Bii) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (Ciii) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (Div) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where (i) the recipient of such assets is an Originator or (ii) the Buyer, the Administrative Agent and each Lender have both (x) received thirty (30) days’ (or such shorter period as the Administrative Agent may permit in its sole discretion) prior written notice thereof and (y) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be Be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, Company and the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto if the resulting entity following such merger, consolidation or other information and documentation as may reasonably be requested by the Buyer restructuring is any Person other than an Originator or the Administrative Agent for purposes of compliance with applicable lawsXxxxxxxxx, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company or the Administrative Agent shall reasonably request and (D) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative Agent, on behalf of the LendersPurchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company or the Administrative Agent shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Other than with respect to a merger or consideration (1) (x) of one Originator into another Originator or (y) approved by Administrative Agent (such approval not unreasonably withheld), (2) when no Termination Event is continuing, such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Lender have each (A) received thirty ten (3010) days’ prior written notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (DC) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer and the Administrative Agent have both (i) received ten (10) days’ prior written notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such (a) No Originator (other than any Originator that is also the Servicer under the Receivables Purchase Agreement, so long as such Originator remains the Servicer) shall not (i) be a party to any merger, consolidation or other restructuring, except (x1) a merger or consolidation among two or more Originators and where of (x) an Originator is the surviving entityinto another Originator, (y) a Subsidiary of the Parent into an Originator or (z) a merger or consolidation involving such of an Originator where such into a Subsidiary of the Parent; provided that if the Originator is not the surviving entity of any such merger, the surviving entity is added as an Originator pursuant to the provisions of Section 4.3 or (z2) a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Lender Administrator have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent Administrator shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the LendersPurchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent Administrator shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring (x) complies with terms of Section 7(d) of the Performance Guaranty or (y) where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable lawsunreasonably withheld), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be Be a party to any merger, consolidation consolidation, Division Transaction or other restructuring, except (x1)(X) a merger of a Subsidiary or consolidation among two other Person into the Originator or more Originators and where an a wholly-owned Subsidiary of the Originator (provided that in any merger involving the Originator, the Originator is the surviving entity), or (yY) a merger or consolidation involving such Originator where such Originator Person into VWR (provided that VWR is the surviving entity and that such merger shall not have a Material Adverse Effect), or (z2) a merger, consolidation consolidation, Division Transaction or other restructuring where the Buyer, Company and the Administrative Agent and each Lender Administrator have each (A) received thirty (30) days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable lawsconsented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or Company and the Administrative Agent Administrator shall reasonably request request, and (D) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the LendersPurchasers, in and to the Receivables to be contributed or sold by it such Originator hereunder and other Related Rights, as reasonably requested by the Buyer or Company and the Administrative Agent Administrator shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable lawsunreasonably withheld), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the BuyerCompany, the Administrative Agent and each Lender Group Agent have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company or the Administrative Agent shall reasonably request and (DC) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold contributed by it hereunder and other that portion of the Related RightsRights in which a security interest may be perfected by the filing of a financing statement under the UCC, as reasonably requested by the Buyer Company or the Administrative Agent Agent, shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets (other than as permitted by, and pursuant to, the Borrower’s Limited Liability Company Agreement and this Agreement) or (B) any Receivables or any interest therein (in each case, other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Each Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender Purchaser have each (A) received thirty (30) days’ prior written notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer, the Administrative Agent and each Purchaser have both (i) received thirty (30) days’ prior written notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Other than with respect to a merger or consideration (1) (x) of one Originator into another Originator or (y) approved by Administrative Agent (such approval not unreasonably withheld), (2) when no Termination Event is continuing, such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Lender have each (A) received thirty ten (3010) days’ prior written notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (DC) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer and the Administrative Agent have both (i) received thirty (30) days’ prior written notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Each Originator shall not (i), other than with respect to (x) a merger between Originators, or (y) a merger where an Originator is the surviving legal entity, be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) days’ prior written notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) ); or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance or lease where the Buyer, the Administrative Agent and each Lender have both (i) received thirty (30) days’ prior written notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator The Seller shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender Group Agent have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or Buyer, the Administrative Agent and each Group Agent for purposes of compliance with applicable lawsApplicable Laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy bankruptcy, insolvency, and UCC matters) as the Buyer or Buyer, the Administrative Agent and the Majority Group Agents shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the LendersSecured Parties, in and to the Receivables to be sold or contributed by it hereunder and other the Related Rights, as reasonably requested by the Buyer or Buyer, the Administrative Agent or the Majority Group Agents shall have been taken by, and at the expense of, such Originator the Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable laws, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (DC) been reasonably satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and that portion of the other Related RightsRights in which a security interest may be perfected by the filing of a financing statement under the UCC, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets (other than as permitted by, and pursuant to, the Borrower’s Limited Liability Company Agreement and this Agreement) or (B) any Receivables or any interest therein (in each case, other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such No Originator shall not (i) be a party to any merger, consolidation or other restructuring, except (x) a merger or consolidation among two or more Originators and where an Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender Group Agent have each (A) received thirty (30) 30 days’ prior notice thereof, (B) received consented in writing thereto (such other information and documentation as may reasonably consent not to be requested by the Buyer unreasonably withheld, conditioned or the Administrative Agent for purposes of compliance with applicable lawsdelayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. Such Originator shall not (i) be Be a party to any merger, consolidation or other restructuring, except (x) a merger of a Subsidiary into the Originator or consolidation among two or more Originators and where an a wholly-owned Subsidiary of the Originator (provided that in any merger involving the Originator, the Originator is the surviving entity, (y) a merger or consolidation involving such Originator where such Originator is the surviving entity or (z) a merger, consolidation or other restructuring where the Buyer, Company and the Administrative Agent and each Lender Administrator have each (A) received thirty (30) days’ prior notice thereof, (B) received such other information and documentation as may reasonably be requested by the Buyer or the Administrative Agent for purposes of compliance with applicable lawsconsented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or Company and the Administrative Agent Administrator shall reasonably request request, and (D) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the LendersPurchasers, in and to the Receivables to be contributed or sold by it such Originator hereunder and other Related Rights, as reasonably requested by the Buyer or Company and the Administrative Agent Administrator shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).